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VoIP-Pal.Com (VPLM) gains stockholder approval to lift authorized shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

VoIP-Pal.Com Inc. is increasing its authorized common stock from 10,000,000,000 shares to 13,000,000,000 shares, each with a par value of $0.001. This expands the maximum number of shares the company is permitted to issue in the future.

The board of directors approved the authorized capital increase on April 17, 2026, and holders of a majority of the company’s issued and outstanding stock approved it effective May 11, 2026. The company plans to effect the change no earlier than 20 days after a definitive Schedule 14C information statement has been sent to stockholders who did not previously consent.

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Insights

VoIP-Pal expands share capacity after board and stockholder approval.

VoIP-Pal.Com Inc. obtained board approval on April 17, 2026 and majority stockholder approval effective May 11, 2026 to raise authorized common shares from 10,000,000,000 to 13,000,000,000 at $0.001 par value.

This change adjusts the company’s capital structure by enlarging the pool of shares it may issue, but does not itself issue any shares or alter current holdings. The economic impact depends on if and how additional shares are issued in future corporate actions.

The company states it will not effect the authorized capital increase until at least 20 days after a definitive Schedule 14C information statement is transmitted to stockholders who did not previously consent. Investors can use that timeline to track when the higher authorization becomes effective.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Previous authorized common shares 10,000,000,000 shares Authorized capital before increase
New authorized common shares 13,000,000,000 shares Authorized capital after increase
Par value per share $0.001 per share Common stock par value
Board approval date April 17, 2026 Authorized capital increase approved by board
Stockholder approval effective date May 11, 2026 Majority stockholder approval effective
Post-statement waiting period 20 days Minimum period after Schedule 14C mailing before effecting increase
authorized capital financial
"approved an increase in the Company’s authorized capital from 10,000,000,000 shares"
Authorized capital is the maximum value or number of shares a company is legally allowed to issue as set in its founding documents. For investors, it signals how much the company can expand ownership or raise money without changing those documents, which affects the risk of ownership being diluted and the company’s flexibility to fund growth—think of it like the number of seats allowed on a bus before you must buy a new one.
par value financial
"common stock, par value $0.001 per share, to 13,000,000,000 shares"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
Schedule 14C regulatory
"after a definitive information statement on Schedule 14C has been transmitted"
Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.
information statement regulatory
"after a definitive information statement on Schedule 14C has been transmitted"
An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false 0001410738 0001410738 2026-05-11 2026-05-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of report (Date of earliest event reported) May 11, 2026

 

 

 

VoIP-PAL.COM INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada

  

000-55613

  

98-0184110

(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’s telephone number, including area code)

 

N/A

 

(Former Name 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  ☐ Pre-commencement 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 of each class   Trading symbol(s)   Name 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 ☒

 

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. ☐

 

 

 

  

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On April 17, 2026, the the board of directors (the “Board”) of VoIP-Pal.Com Inc. (the “Company”) approved an increase in the Company’s authorized capital from 10,000,000,000 shares of common stock, par value $0.001 per share, to 13,000,000,000 shares of common stock, par value $0.001 per share (the “Authorized Capital Increase”), which action was subsequently approved by the holders of a majority of the Company’s issued and outstanding stock effective May 11, 2026.

 

Pursuant to applicable securities laws, the Company does not plan to effect the Authorized Capital Increase until at least 20 days after a definitive information statement on Schedule 14C has been transmitted to the Company’s stockholders who did not previously consent to the Authorized Capital Increase.

 

  

 

 

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: May 14, 2026 By: /s/ Emil Malak
    Emil Malak
    Chief Executive Officer

 

  

 

Source: View Original Filing on SEC EDGAR

FAQ

What change to authorized shares did VoIP-Pal.Com Inc. (VPLM) approve?

VoIP-Pal.Com Inc. approved increasing its authorized common stock from 10,000,000,000 shares to 13,000,000,000 shares at $0.001 par value. This raises the maximum number of shares the company is permitted to issue in the future.

When did VoIP-Pal.Com Inc. (VPLM) board approve the authorized capital increase?

The board of VoIP-Pal.Com Inc. approved the authorized capital increase on April 17, 2026. This board action initiated the process that was later approved by holders of a majority of the company’s issued and outstanding stock.

When did VoIP-Pal.Com Inc. (VPLM) stockholders approve the authorized capital increase?

Holders of a majority of VoIP-Pal.Com Inc.’s issued and outstanding stock approved the authorized capital increase effective May 11, 2026. This majority consent satisfied the stockholder approval requirement for the change.

Does VoIP-Pal.Com Inc. (VPLM) immediately effect the authorized capital increase?

VoIP-Pal.Com Inc. does not plan to effect the authorized capital increase until at least 20 days after a definitive Schedule 14C information statement is sent to stockholders who did not consent. This timing follows applicable securities law requirements.

What is the role of the Schedule 14C information statement for VoIP-Pal.Com Inc. (VPLM)?

The company plans to transmit a definitive Schedule 14C information statement to stockholders who did not previously consent. The authorized capital increase will be effected no earlier than 20 days after that transmission, providing formal notice of the action.

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