Material Event (Form 8-K)

Item 8.01 Other Events

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 follows 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.

Pursuant to applicable securities laws, the Company does not plan to effect either the Common Stock Increase or the Preferred Stock Increase (together, the "Authorized Capital Increases") until at least 20 days after a definitive information statement on Schedule 14C has been transmitted to the Company's stockholders who did not previously consent to either of the Authorized Capital Increases.

Following the completion of the Preferred Stock Increase, the Company plans to file 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.

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.

The material features of the Series A Stock are as follows:

As of the date of this current report on Form 8-K, all 1,000,000 authorized shares of the Preferred Stock have been designated as Series A Stock, with the result that Nil shares of the Preferred Stock remain authorized and eligible for designation by the Board pursuant to the Company's articles of incorporation, as amended.