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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) August 28, 2025
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
July 29, 2025, the the board of directors of VoIP-Pal.Com Inc. (the “Company”) approved an increase in the number of shares
of preferred stock, par value $0.01 per share (the “Preferred Stock”), designated as Series A preferred stock (the “Series
A Stock”) from 1,500,000 to 1,750,000. Following the approval, the Company filed an amendment to a certificate of designation dated
May 25, 2022, as previously amended on March 6, 2023, October 8, 2024 and March 18, 2025 (together, the “Certificate of Designation”),
with the Nevada Secretary of State in order to effect the foregoing increase. A copy of the amendment, which was subject to certain
unanticipated processing delays, is attached hereto as Exhibit 3.12.
The
Series A Stock has the voting powers, designations, preferences, limitations, restrictions and relative rights set forth in the original
Certificate of Designation, a copy of which was filed as Exhibit 3.3 to the Company’s current report on Form 8-K dated May 27,
2022.
Item
9.01 Financial Statements and Exhibits
Exhibit
Number |
|
Exhibit
Description |
| 3.12 |
|
Amendment to Certificate of Designation dated August 28, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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:
October 1, 2025 |
By: |
/s/
Emil Malak |
| |
|
Emil
Malak |
| |
|
Chief
Executive Officer |
