Filing Analysis
VoIP-Pal.Com Inc. has amended its Certificate of Designation to increase the authorized number of Series A Preferred Stock shares from 1,500,000 to 1,750,000.
🚩 Red Flags
- Increase in authorized preferred stock often precedes a new equity raise or conversion event which can lead to dilution for common shareholders.
📋 Key Facts
- Board approval for share increase occurred on July 29, 2025.
- Series A Preferred Stock par value is $0.01 per share.
- Authorized Series A shares increased from 1,500,000 to 1,750,000 (an increase of 250,000 shares).
- The amendment was filed with the Nevada Secretary of State on August 28, 2025.
VoIP-Pal.com Inc. has completed a formal increase in its authorized capital stock, raising the limit from 9 billion to 10 billion shares of common stock.
🚩 Red Flags
- Significant increase in authorized shares (1 billion additional shares) can lead to future equity dilution if used for capital raises.
📋 Key Facts
- Board approval for capital increase occurred on June 12, 2025.
- Shareholder approval was obtained following board action.
- Authorized capital increased from 9,000,000,000 to 10,000,000,000 shares of common stock.
- Par value remains at $0.001 per share.
- The increase was formally completed via filing with the Nevada Secretary of State on July 25, 2025.
VoIP-Pal.Com Inc. has approved a significant increase in authorized capital stock, raising the limit from 9 billion to 10 billion shares. This action was approved by both the Board of Directors and a majority of issued and outstanding stock on June 12, 2025.
🚩 Red Flags
- Massive dilution potential: The company already has an extremely high number of authorized shares (9B), and this increase adds another 1 billion shares, suggesting a highly dilutive capital structure common in micro-cap 'shell' or distressed companies.
- Potential for future equity financing to raise capital.
📋 Key Facts
- Authorized common stock increased from 9,000,000,000 to 10,000,000,000 shares.
- Par value remains at $0.001 per share.
- Approval granted by the Board and a majority of issued/outstanding stock on June 12, 2025.
- The increase will not be effective until at least 20 days after a definitive information statement (Schedule 14C) is sent to non-consenting stockholders.
VoIP-Pal.Com Inc. has formally completed significant increases to its authorized capital, including a massive expansion of common stock and preferred stock capacity. The company also designated an additional 500,000 shares as Series A Preferred Stock.
🚩 Red Flags
- Massive increase in authorized share count (8 billion to 9 billion) creates significant potential for future dilution via equity offerings.
- The scale of authorized shares relative to typical micro-cap structures suggests a highly dilutive capital structure is being prepared.
📋 Key Facts
- Common stock authorized shares increased from 8,000,000,000 to 9,000,000,000 (par value $0.001).
- Preferred stock authorized shares increased from 1,000,000 to 2,000,000.
- Added 500,000 shares of Series A Preferred Stock, bringing total Series A designation to 1,500,000 shares.
- The Common Stock Increase was approved by a majority of issued and outstanding stock on January 30, 2025.
- Formal completion of amendments filed with the Nevada Secretary of State on March 18, 2025.
VoIP-Pal.com Inc. has obtained shareholder approval to significantly increase its authorized capital, including a massive expansion of common stock and preferred stock capacity. The company is specifically moving to designate additional Series A Preferred Stock which carries heavy super-voting rights.
🚩 Red Flags
- Massive increase in authorized common stock (1 billion new shares) suggests potential for significant future dilution.
- Creation of super-voting Series A Preferred Stock (1,550 votes per share) allows insiders/preferred holders to maintain control while diluting common shareholders' voting power.
- Series A shares are non-transferable without consent, indicating highly restrictive control mechanisms.
📋 Key Facts
- Board and majority shareholders approved increasing authorized common stock from 8 billion to 9 billion shares on January 30, 2025.
- The Company previously increased authorized preferred stock from 1 million to 2 million shares (approved Oct 2024/Jan 2025).
- Company plans to designate an additional 500,000 shares of Preferred Stock as 'Series A' stock.
- Series A Stock carries super-voting rights: 1,550 votes per share on any matter submitted to a vote.
- Series A Stock is non-dividend paying, non-redeemable, non-convertible, and non-transferable without prior consent.
VoIP-Pal.Com Inc. amended its Certificate of Designation to increase authorized Series A preferred stock and issued 138,522 shares to CEO Emil Malak for nominal consideration. This issuance is intended to maintain a specific voting power threshold (40%) for an affiliated entity.
🚩 Red Flags
- Significant related-party transaction: Issuance of high-voting preferred stock to the CEO for nominal consideration.
- Extreme voting power imbalance: Series A shares carry 1,550 votes per share, allowing a minority of equity to control a massive portion of voting rights.
- Control concentration: The issuance is specifically designed to maintain a 40% voting threshold for an affiliate (DIP Limited).
- Multiple officer/director changes in a short window (May, August, September, October 2024).
📋 Key Facts
- Increased authorized Series A Preferred Stock from 800,000 to 1,000,000 shares.
- Issued 138,522 shares of Series A Stock to CEO Emil Malak for nominal consideration on October 9, 2024.
- Series A Stock carries significant voting power: 1,550 votes per share.
- The issuance is part of an agreement with Digifonica Intellectual Properties (DIP) Limited to ensure DIP retains voting rights equivalent to 40% of outstanding share capital.
- Emil Malak resigned as President on October 1, 2024, but remains CEO and a director; Gavin McMillan was appointed President.
VoIP-PAL.COM INC completed a formal increase in its authorized capital stock via a Certificate of Amendment filed with the Nevada Secretary of State.
🚩 Red Flags
- Massive expansion of authorized share count (60% increase) can lead to significant future dilution if used for equity financing.
📋 Key Facts
- Authorized capital increased from 5,000,000,000 shares to 8,000,000,000 shares.
- The increase was approved by a majority of issued and outstanding stock on February 15, 2024.
- Formal completion of the amendment occurred on April 23, 2024.