SHERIDAN, Wyo., June 9, 2021 /PRNewswire/ — Metro One Telecommunications, Inc. (OTCMKTS: WOWI) (the “Company” or “Metro One”) is pleased to announce a Special Meeting of Shareholders (the “Meeting”) to be held virtually on June 30, 2021 at 10:00 AM ET, with a record date of June 8, 2021.
The purpose of the Meeting is to undertake various corporate actions in order to allow the Company to complete certain proposed restructure plans and a reincorporation from Oregon to Delaware to further future corporate growth.
On March 30, 2021, the Company announced that its newly-formed, wholly-owned Israeli subsidiary, Stratford Ltd. (“Stratford“), received notification of approval from the Lod District Court in Israel for its winning bid to acquire assets of Royal App Ltd. (“Royal App“) out of insolvency proceedings (the “Acquisition”) for the equivalent of approximately USD $2.4 million in cash as well as certain equity in the Company. Royal App, based in Israel, is the developer of Shelfy, a white label, headless mobile commerce software platform that helps retailers and fast moving consumer goods companies become growth companies (“Shelfy”). Shelfy incorporates sophisticated artificial intelligence and machine learning in its algorithms to markedly improve online shopping metrics through mobile phones for large consumer retailers such as supermarket chains, food and other clients. Prior to its recent insolvency filing, approximately USD $20 million has been invested in Royal App since 2018 with a pre-money valuation of approximately USD $48 million.
To finance the Acquisition as well as general working capital, the Company has raised approximately $3.5 million of financing in the form of puttable Simple Agreements for Future Equity (“Safes”) from institutional investors and family offices. The Safes are to convert into common stock of the Company following the conversion of all outstanding convertible preferred stock into common stock of the Company in a transaction that the Company intends to undertake later this year (the “Preferred Conversion”).
As part of the Acquisition, the Company has agreed that upon the Preferred Conversion, common stock of the Company shall be issued to certain other stakeholders, including the creditors of Royal App and the employees of Stratford. The various issuances of Company common stock or securities convertible into common stock requires an increase to the current number of authorized common stock of the Company as well as the approval of a stock incentive plan to attract and retain qualified management and executives for the Company and its subsidiaries. Moreover, to improve the profile of the Company with potential customers, generate additional interest in the Company among investors, and attract and retain directors and officers, the Board also believes that a reverse stock split as well as a reincorporation from Oregon to Delaware could improve the marketability, interest, trading and liquidity of our common stock as well as greater flexibility in corporate governance. Thus, the Board and management of the Company propose to vote on the following proposals at the Meeting:
PROPOSAL I: AMENDMENT TO THIRD RESTATED ARTICLES TO INCREASE THE NUMBER OF AUTHORIZED SHARES
The Board has adopted resolutions approving an amendment to Article IV of the Third Restated Articles of Incorporation of the Company that would increase the number of shares of common stock authorized for issuance from 50,000,000 to 600,000,000 in order to facilitate future equity financing and provide sufficient authorized capital.
PROPOSAL II: AMENDMENT TO THIRD RESTATED ARTICLES TO EFFECT A REVERSE STOCK SPLIT
The Board has adopted resolutions approving an amendment to the Third Restated Articles of Incorporation of the Company to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-10 and not more than 1-for-100 with the exact ratio to be set within this range by our Board of Directors at its sole discretion. The Board of Directors (or any authorized committee of the Board of Directors) reserves the right to elect to abandon the Reverse Stock Split, notwithstanding stockholder approval thereof, if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company.
PROPOSAL III: APPROVAL OF THE 2021 EMPLOYEE STOCK INCENTIVE PLAN
The Board approved the Metro One Telecommunications, Inc. 2021 Stock Incentive Plan (the “Plan”), subject to shareholder approval. The Board of Directors believes that the availability of stock options and other stock-based incentives is important to our ability to attract and retain experienced employees and to provide an incentive for them to exert their best efforts on our behalf. The term of the Plan will expire ten (10) years from the effective date of the Plan and the number of shares available for issuance under the Plan will be equal to 25% of the Company capitalization, subject to shareholder approval of the various proposals.
PROPOSAL IV: APPROVAL OF REINCORPORATION FROM OREGON TO DELAWARE
The Company’s Board of Directors have approved the reincorporation of the Company from Oregon to Delaware by means of a Plan of Conversion, pursuant to which the Company will convert to a Delaware corporation (the “Reincorporation”). The name of the Company will remain unchanged. The Board believes that the Reincorporation in Delaware will give the Company a greater measure of flexibility in corporate governance than is currently available under Oregon law, and will help the Company attract and retain its directors and officers. The Board also believes that Delaware’s corporate laws are generally more modern, flexible, highly developed and more predictable than Oregon’s corporate laws. Delaware is known for annual revisions to their corporate law to be responsive to the changing legal and business needs of corporations. In addition, the Board believes that market acceptance for the Company may be improved as a Delaware corporation, and that the Board would have more tools at its disposal in Delaware to advance the best interests of the Company’s shareholders.
The Board of Directors recommend votes FOR each of the aforementioned proposals at the Meeting. The Company expects to mail materials for the Meeting no later than June 15, 2021, to holders of record as of June 8, 2021, and will provide the complete Proxy Statement for review at http://issuerservices.us/metro-one/ and voting at http://issuerservices.us/vote-wowi/.
Voting for the Meeting will also be available telephonically, via fax and by mail in ballot.
Holders of Record may obtain dial in details for the Virtual Meeting by visiting the above URL or by contacting the Company directly at [email protected] or via telephone.
Additional Information About The Proposals
Shareholders are urged to read the proxy statement regarding the proposals when it becomes available because it will contain important information for the Company’s shareholders to consider.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws. The Company generally uses the words such as “might”, “will”, “may”, “should”, “estimates”, “expects”, “continues”, “contemplates”, “anticipates”, “projects”, “plans”, “potential”, “predicts”, “intends”, “believes”, “forecasts”, “future”, “guidance”, “targeted”, “goal” and variations of such words or similar expressions in this press release and any attachment to identify forward-looking statements. All statements, other than statements of historical facts included in this press release, including statements concerning plans, objectives, goals, expectations, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, earnings guidance, business trends and other information are forward-looking statements. The forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond management’s control. All expectations, beliefs, estimates and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
These forward-looking statements are subject to a number of risks, uncertainties, and other important factors, many of which are beyond management’s control, which could cause actual results to differ materially from the forward-looking statements contained in this press release, including among others, COVID-19 and its impact on the business of the Company. Although the Company believes that these statements are based upon reasonable assumptions, it cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date of this press release. There can be no assurance that (i) the Company has correctly measured or identified all of the factors affecting its business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) the Company’s strategy, which is based in part on this analysis, will be successful. Except as required by law, the Company undertakes no obligation to update or revise forward-looking statements to reflect new information or events or circumstances that occur after the date of this press release or to reflect the occurrence of unanticipated events or otherwise.
Metro One Telecommunications, Inc.
SOURCE Metro One Telecommunications Inc.