UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
☒
Preliminary Information Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
☐
Definitive Information Statement
VoIP-PAL.COM
INC.
(Name
of Registrant as Specified in its Charter)
Payment
of Filing Fee (Check all boxes that apply):
☒ No fee required
☐
Fee paid previously with preliminary materials
☐
Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange
Act Rules 14c-5(g) and 0-11
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
VoIP-PAL.COM
INC.
7215
Bosque Boulevard, Suite 102
Waco,
TX 76710-4020
May
14, 2026
Dear Stockholder:
We
are furnishing the enclosed information statement to you in connection with a proposal to increase our authorized capital from 10,000,000,000
shares of common stock, par value $0.001, to 13,000,000,000 shares of common stock, par value $0.001 (the “Authorized Capital Increase”).
No changes to our authorized preferred stock, which presently consists of 2,000,000 shares, par value $0.01, are being proposed.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Our
board of directors reviewed and approved the Authorized Capital Increase by consent resolutions dated April 17, 2026. The holders of
a majority of our issued and outstanding stock also approved the Authorized Capital Increase by written consent dated effective May 11,
2026. However, pursuant to applicable securities laws the Authorized Capital Increase will not be effected until at least 20 days after
a definitive information statement has been sent to our stockholders who did not previously consent to the Authorized Capital Increase.
By
Order of the Board of Directors:
/s/
Emil Malak
Emil
Malak
Chief Executive Officer
INFORMATION
STATEMENT
Introduction
The
holders of a majority of the issued and outstanding stock of VoIP-Pal.Com Inc. (“we”, “our”, “us”)
have taken an action by written consent without a meeting, pursuant to Section 78.207 of the Nevada Revised Statutes (the “NRS”),
to approve an increase in our authorized capital from 10,000,000,000 shares of common stock, par value $0.001, to 13,000,000,000 shares
of common stock, par value $0.001 (the “Authorized Capital Increase”). The purpose of the Authorized Capital Increase is
to provide us flexibility to issue additional shares of our common stock (the “Common Stock”), which management believes
will better position us to attract financing.
This
information statement is being filed pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and provided to our stockholders pursuant to Rule 14c-2 under the Exchange Act.
WE
ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
We
were incorporated under the laws of the State of Nevada and our Common Stock is registered under Section 12(g) of the Exchange Act. Our
Common Stock is currently quoted on the OTCQB tier of the OTC Markets under the trading symbol VPLM. We are a fully-reporting Exchange
Act company.
Information
about us can be found our most recent annual report on Form 10-K for the fiscal year ended September 30, 2025, filed with the Securities
and Exchange Commission (the “SEC”). Additional information about us can be found in our public filings that can be accessed
electronically by means of the SEC’s home page on the Internet at http://www.sec.gov as well as by other means from the offices
of the SEC.
We
will incur all costs associated with preparing, printing and mailing this information statement.
Item
1. Information Required by Items of Schedule 14A
Date,
Time and Place Information
There
will not be a meeting of our stockholders to approve the Authorized Capital Increase and we are not required to hold a meeting under
the NRS when a corporate action has been approved by the written consent of holders of a majority of our stock entitled to vote on the
matter. This information statement is being mailed on or about June 5, 2026 to the holders of our stock as of April 17, 2026.
Dissenters’
Right of Appraisal
Under
the NRS, our stockholders do not have dissenters’ rights in connection with the Authorized Capital Increase.
Voting
Securities and Principal Holders Thereof
The
record date for the determination of stockholders entitled to consent to the Authorized Capital Increase was April 17, 2026 (the
“Record Date”). As of the Record Date we had 3,826,570,684 issued and outstanding shares of Common Stock plus
926,438 issued and outstanding shares of Series A preferred stock, par value $0.01. Each share of our Common Stock entitles the
holder thereof to one vote per share on any matter that may come before a meeting or vote of our stockholders, while each share of
our Series A preferred stock entitles the holder thereof to 1,550 votes per share on any such matter.
The
Authorized Capital Increase was approved by the holders of a majority of our stock entitled to vote on the Record Date. The vote required
to approve the Authorized Capital Increase was 50% of the shares entitled to vote plus one vote, a simple majority. The actual affirmative
vote was 51.05% of the shares.
Under
applicable securities laws, we are not permitted to effect the Authorized Capital Increase until at least 20 days after we distribute
a definitive information statement to our stockholders who have not previously consented to the corporate action.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth the ownership, as of the Record Date, of our Common Stock by each of our directors, by all of our executive
officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities.
As of the Record Date there were 3,826,570,684 issued and outstanding shares of our Common Stock and 926,438 issued and outstanding shares
of our Series A preferred stock. All persons named have sole or shared voting and investment power with respect to the securities, except
as otherwise noted. The number of securities described below includes shares which the beneficial owner described has the right to acquire
within 60 days of the date of this information statement.
For
purposes of computing the percentage of outstanding shares of our Common Stock held by each person or group of persons, any shares that
such person or persons has the right to acquire within 60 days of the date of this information statement is deemed to be outstanding,
but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of
any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
| Class | |
Beneficial Owner
Information | |
Number of
Shares | | |
Percentage of
Class (%) | |
| Common Stock | |
Emil Malak (1) | |
| 2,468,609,945 | (2) | |
| 39.69 | |
| Common Stock | |
Gavin McMillan (3) | |
| 77,933,333 | (4) | |
| 2.00 | |
| Common Stock | |
Jin Kuang (5) | |
| 43,607,606 | (6) | |
| 1.13 | |
| Common Stock | |
Kevin Williams (7) | |
| 146,171,885 | (8) | |
| 3.69 | |
| Common Stock | |
Dennis Chang (9) | |
| 136,647,595 | (10) | |
| 3.45 | |
| Common Stock | |
Clifton Saylor (11) | |
| 270,372,927 | (12) | |
| 6.79 | |
| Common Stock | |
Austin McDonald (13) | |
| 107,561,717 | (14) | |
| 2.74 | |
| | |
Officers and Directors as a Group | |
| 3,250,905,008 | | |
| 59.49 | |
| Series A Preferred Stock (15) | |
Emil Malak (1) | |
| 926,438 | (16) | |
| 100 | |
| | |
Officers and Directors as a Group | |
| 926,438 | | |
| 100 | |
| (1) | Emil
Malak is our Chief Executive Officer and director. |
| (2) | Includes
75,715,946 shares held by Barbara Baggio, the spouse of Mr. Malak, plus warrants to purchase
2,347,893,999 shares and options to purchase 45,000,000 shares each held by Mr. Malak directly. |
| (3) | Gavin
McMillan is our President. |
| (4) | Includes
2,933,333 shares, plus warrants to purchase 67,500,000 shares and options to purchase 7,500,000
shares. |
| (5) | Jin
Kuang is our Chief Financial Officer. |
| (6) | Includes
3,607,606 shares plus warrants to purchase 40,000,000 shares. |
| (7) | Kevin
Williams is our director. |
| (8) | Includes
6,171,885 shares, plus warrants to purchase 130,000,000 shares and options to purchase 10,000,000
shares. |
| (9) | Dennis
Chang is our director. |
| (10) | Includes
1,647,595 shares, plus warrants to purchase 125,000,000 shares and options to purchase 10,000,000
shares. |
| (11) | Clifton
Saylor is our director. |
| (12) | Includes
87,333,334 shares held by the Saylor Marketing, Inc., Profit Sharing Plan, of which Mr. Saylor
is the trustee, 8,629,846 shares held by Mr. Saylor jointly with his spouse, and 19,409,747
shares held by Mr. Saylor directly, plus warrants to purchase 135,000,000 shares and options
to purchase 20,000,000 shares each held by Mr. Saylor directly. |
| (13) | Austin
McDonald is our director. |
| (14) | Includes
6,561,717 shares, plus warrants to purchase 101,000,000 shares. |
| (15) | Each
share of our Series A preferred stock entitles the holder to 1,550 votes per share on any
matter that may come before a meeting or vote of our stockholders. |
| (16) | Represents
votes equivalent to 1,435,978,900 shares of our common stock. |
Amendment
of Charter, Bylaws or Other Documents
We
are undertaking the Authorized Capital Increase in order to provide flexibility to issue additional shares of our Common Stock as described
above.
The
Authorized Capital Increase will be effective upon filing a Certificate of Amendment with the Nevada Secretary of State pursuant to Section
78.209 of the NRS.
Item
2. Statement that Proxys are not Solicited
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Item
3. Interest of Certain Persons in or in Opposition to Matters to be Acted Upon
No
director, officer, associate of any director or officer, or any other person, has any substantial interest, direct or indirect, by security
holdings or otherwise, in the Authorized Capital Increase that is not shared by all of our stockholders pro rata and in accordance
with their respective interests.
Item
4. Proposals by Security Holders
None.
Item
5. Delivery of Documents to Security Holders Sharing an Address
We
will deliver only one copy of this information statement to multiple stockholders sharing an address unless we have received contrary
instructions from one or more of such stockholders.
We
undertake to deliver promptly upon written or oral request a separate copy of this information statement to any stockholder at a shared
address to which a single copy of the document was delivered. A stockholder can notify us that he or she wishes to receive a separate
copy of this information statement or any future Information Statement by writing to us at 7215 Bosque Boulevard, Suite 102, Waco, TX
76710-4020, or by telephoning us at 1-954-495-4600.
Stockholders
sharing the same address can also request delivery of a single copy of annual reports to security holders, information statements or
Notices of Internet Availability of Proxy Materials if they are receiving multiple of such documents in the same manner.
By
Order of the Board of Directors:
Date:
May 14, 2026
/s/ Emil Malak
Emil Malak
Chief Executive Officer
