mPhase Technologies, Inc. announced that it has entered into a securities purchase agreement with AJB Capital Investments LLC for private placement of a 10% OID convertible promissory notes for gross proceeds of $1,080,000 on June 24, 2022. The note will be issued at a discount of $120,000 on the principal amount of $1,200,000. The note will mature on December 22, 2022, bears fixed interest at a rate of 10% per annum, and is convertible at any time upon the option of the buyer into shares of Common Stock.

The Company has the right to prepay all or any portion of the outstanding balance of the Note. The company will issue warrants to purchase 1,000,000 shares and are exercisable at a purchase price of $0.20 per share at any time on or prior to June 22, 2027 and may be exercised on a cashless basis beginning on June 22, 2022. The continuance of an event of default Interest on the outstanding Principal balance of and accrued but unpaid interest on this note shall bear interest at a rate equal to the lesser of 18% per annum.

The Company further issued 4,500,000 incentive fee shares as additional consideration for the purchase of the note. The company will issue securities pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D.