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) March 18, 2025

VoIP-PAL.COM INC.

(Exact Name of Registrant as Specified in Charter)

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:

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

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 January 30, 2025, the the board of directors (the “Board”) of VoIP-Pal.Com Inc. (the “Company”) approved an increase in the Company’s authorized capital from 8,000,000,000 shares of common stock, par value $0.001 per share, to 9,000,000,000 shares of common stock, par value $0.001 per share (the “Common Stock Increase”), which action was subsequently approved by the holders of a majority of the Company’s issued and outstanding stock on January 30, 2025.

The Common Stock Increase followed the Board’s prior approval of an increase in the Company’s authorized capital from 1,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), to 2,000,000 shares of Preferred Stock (the “Preferred Stock Increase”), which action was approved by the holders of a majority of the Company’s issued and outstanding stock on October 9, 2024 and re-approved on January 30, 2025.

On March 18, 2025, the Company formally completed the Common Stock Increase and the Preferred Stock Increase by filing a Certificate of Amendment with the Nevada Secretary of State, a copy of which is attached hereto as Exhibit 3.9.

Promptly following the completion of the Preferred Stock Increase, the Company filed an amendment to a certificate of designation dated May 25, 2022, as previously amended on March 6, 2023 and October 8, 2024 (together, the “Certificate of Designation”), with the Nevada Secretary of State in order to designate an additional 500,000 shares of the Preferred Stock as Series A preferred stock (the “Series A Stock”), thereby increasing the total number of shares of Preferred Stock designated as Series A Stock from 1,000,000 to 1,500,000. A copy of the amendment is attached hereto as Exhibit 3.10.

The Series A Stock has the voting powers, designations, preferences, limitations, restrictions and relative rights set forth in the 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

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.