8-K

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): September 27, 2023

METRO ONE TELECOMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-27024	93-0995165
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

30 North Gould Street, Suite 2990 Sheridan, Wyoming	82801
(Address of Principal Executive Offices)	(Zip Code)

(307) 683-0855

(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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
N/A	N/A	N/A

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 August 4, 2023, pursuant to the approval provided by the requisite stockholders of Metro One Telecommunications, Inc. (the “Company”) on February 28, 2023, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to effectuate a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), affecting both the authorized and issued and outstanding number of such shares by a ratio of 1-for-75 (the “Reverse Stock Split”). The Amendment also, upon effectiveness on September 27, 2023, reduced the number of authorized shares of Common Stock under the Company’s Certificate of Incorporation from 600 million shares authorized to 35 million shares authorized (the “Share Reduction”).

The Company filed the Amendment with the Secretary of State of the State of Delaware effectuating the Reverse Stock Split and the Share Reduction on September 26, 2023. The Reverse Stock Split and Share Reduction became effective in the State of Delaware at 11:59 P.M. ET on Wednesday, September 27, 2023.

Beginning with the opening of trading on September 28, 2023, the Common Stock traded on the OTC on a split-adjusted basis under a new CUSIP number 59163F303. As a result of the Reverse Stock Split, each seventy-five (75) shares of Common Stock issued and outstanding prior to the Reverse Stock Split converted into one (1) share of Common Stock, with no change in par value per share, and the number of shares of Common Stock outstanding was reduced from approximately 273.7 million shares to approximately 3.6 million shares. No fractional shares will be issued as a result of the Reverse Stock Split. Fractional shares that would have resulted from the Reverse Stock Split will be rounded up to the next whole number. Stockholders who would own less than 100 shares of Common Stock as a result of the Reverse Stock Split will have their total ownership amount rounded up to exactly 100 shares of Common Stock. All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Common Stock will be proportionally adjusted. 

The Company’s Common Stock will continue to trade on the OTC under the symbol “WOWI.” However, for the first 20 business days after effectiveness of the Reverse Stock Split, the Company’s Common Stock will trade on the OTC under the symbol “WOWID.” After such time, the symbol will revert back to “WOWI.”

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 3.1, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure. 

On September 27, 2023, the Company issued a press release announcing the 1-for-75 Reverse Stock Split and Share Reduction, a copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 26, 2023.
99.1	Press Release, dated September 27, 2023.
101	Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	METRO ONE TELECOMMUNICATIONS, INC.
Dated: September 28, 2023	By:	/s/ Elchanan Maoz
	Name:	Elchanan Maoz
	Title:	Chief Executive Officer, President and Director

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EX-3.1

EXHIBIT 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:00 AM 09/26/2023

FILED 11:00 AM 09/26/2023

SR 20233578158 – File Number 6142174

CERTIFICATE OF AMENDMENT

TO THE

 CERTIFICATE OF INCORPORATION

OF

METRO ONE TELECOMMUNICATIONS, INC.

_______________________________________________

METRO ONE TELECOMMUNICATIONS, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

1. The name of the corporation is: Metro One Telecommunications, Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 4, 2021 (the “Certificate of Incorporation”).

2. This amendment to the Certificate of Incorporation effected by this Certificate of Amendment is to reflect a reverse stock split, with a ratio of 1-for-75, of the Corporation’s Common Stock, par value $0.0001 per share, so that each seventy-five (75) issued and outstanding shares or treasury shares of the Corporation’s Common Stock will become one (1) issued and outstanding share or treasury share of the Corporation’s Common Stock.

3. Pursuant to Section 242 of the DGCL, to accomplish the foregoing amendment, this Certificate of Amendment to the Certificate of Incorporation amends and restates Section “4.1 Authorized Capital Stock.” of Article IV of the Certificate of Incorporation to read in its entirety as follows:

“4.1 Authorized Capital Stock. The aggregate number of shares of capital stock that the Corporation shall have the authority to issue is Thirty-Five Million (35,000,000) shares, consisting of Thirty-Five Million (35,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”).

Simultaneously with this Certificate of Amendment to the Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), each seventy-five (75) shares of Common Stock of the Corporation issued and outstanding or held as treasury shares immediately prior to the Effective Time (the “Old Common Stock”) shall automatically and without any action on the part of the holder thereof (the “Reverse Split”), be combined and converted into one (1) share of post-Reverse Split Common Stock (the “New Common Stock”). The Corporation shall round up any fractional shares of New Common Stock, on account of the Reverse Split, to the nearest whole share of Common Stock. In addition, any holder of Common Stock holding less than 100 shares of Common Stock after the Effective Time shall have its shares rounded up to a total of 100 shares of Common Stock.

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Each stock certificate that immediately prior to the Effective Time represented shares of the Old Common Stock shall, from and after the Effective Time, be exchanged for a stock certificate that represents that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified; provided, however, that the Reverse Split will occur without any further action on the part of the stockholders and without regard to the date or dates on which certificates formerly representing shares of Old Common Stock are physically surrendered. Upon the consummation of the Reverse Split, each certificate formerly representing shares of Old Common Stock, until surrendered and exchanged for a certificate representing shares of New Common Stock will be deemed for all corporate purposes to evidence ownership of the resulting number of shares of New Common Stock.”

4. The amendments of the Certificate of Incorporation of the Corporation effected by this Certificate of Amendment were duly authorized by the Board of Directors of the Corporation and the stockholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote thereon by written consent in accordance with the provisions of Sections 242 and 228 of the DGCL.

5. The foregoing amendment shall be effective as of 11:59 p.m., Eastern Time, on September 27, 2023.

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IN WITNESS WHEREOF, Metro One Telecommunications, Inc. has caused this Certificate of Amendment to be signed by Elchanan Maoz, its Chief Executive Officer, this 26th day of September 2023.

METRO ONE TELECOMMUNICATIONS, INC.
By:	/s/ Elchanan Maoz
Name:	Elchanan Maoz
Title:	Chief Executive Officer

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EX-99.1

 EXHIBIT 99.1

Metro One Telecommunications, Inc. Announces 1-for-75 Reverse Stock Split

Sheridan, WY – September 27, 2023 (Accesswire) – Metro One Telecommunications, Inc. (OTC Pink: WOWI) (“Metro One” or the “Company”) today announced a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-75 (the “Reverse Split”) and that it had filed a Certificate of Amendment to the Company’s Certificate of Incorporation in order to effect the Reverse Split.  The Reverse Split will be effective after the market closes on September 27, 2023.  Beginning with the opening of trading on September 28, 2023, the Company’s common stock will continue to trade on the OTC under the symbol “WOWI,” but will trade on a split-adjusted basis under a new CUSIP number, 59163F303. The Certificate of Amendment will also, upon effectiveness on September 27, 2023, reduce the number of authorized shares of common stock under the Company’s Certificate of Incorporation from 600 million shares authorized to 35 million shares authorized (the “Share Reduction”).  

The Company’s stockholders approved the reverse stock split and the Share Reduction on February 28, 2023.  In connection with approving the reverse stock split, the Company’s stockholders granted authority to the Company’s Board of Directors (the “Board”) to determine, in its sole discretion, the exact ratio of the reverse stock split within the range of 1-for-25 to 1-for-100. The Board approved the reverse stock split on February 23, 2023, and the exact ratio of 1-for-75 on August 4, 2023.

As a result of the Reverse Split, every 75 pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the holders and with no change in the par value of $0.0001 per share. The Reverse Split will proportionately reduce the number of shares of common stock available for issuance under the Company’s stock incentive plan and proportionately reduce the number of shares of common stock issuable upon the exercise or conversion of stock options and warrants outstanding immediately prior to the effectiveness of the Reverse Split.

The Reverse Split reduces the number of shares of the Company’s issued and outstanding common stock from approximately 273.7 million pre-Reverse Split shares to approximately 3.6 million post-Reverse Split shares. No fractional shares will be issued as a result of the Reverse Split. Fractional shares that would have resulted from the Reverse Split will be rounded up to the next whole number. In addition, stockholders who would own less than 100 shares as a result of the Reverse Split will have their total ownership amount rounded up to exactly 100 shares.

The Company’s transfer agent, Computershare Inc. (“Computershare”), is acting as the exchange agent for the Reverse Split. Computershare will provide instructions to stockholders regarding the process for exchanging their pre-split shares for post-split shares. Additional information about the Reverse Split can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2023, a copy of which is available at www.sec.gov and on the Company’s website.

About Metro One Telecommunications, Inc.

Metro One is the parent company of Israel-based Stratford Ltd., which operates Shelfy (www.shelfy.io), a next-gen, instant mobile commerce platform enhanced with a proprietary digital advertising media suite tool. The platform enables online retailers to rapidly leverage existing customer data for an interactive shopping experience - without coding. Shelfy empowers businesses to grow their customer retention, engagement, and their revenues, with minimum hassle.

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Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.  Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events.  Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.metro1telecomm.com.

Contact Information

Jacqueline Danforth

30 North Gould Street

Suite 2990

Sheridan, WY 82801

Office: 403-693-8004

Email: info@metro1telecomm.com

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XML

Cover	Sep. 27, 2023
Cover [Abstract]
Entity Registrant Name	METRO ONE TELECOMMUNICATIONS, INC.
Entity Central Index Key	0000920990
Document Type	8-K
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Emerging Growth Company	false
Document Period End Date	Sep. 27, 2023
Entity File Number	000-27024
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	93-0995165
Entity Address Address Line 1	30 North Gould Street
Entity Address Address Line 2	Suite 2990
Entity Address City Or Town	Sheridan
Entity Address State Or Province	WY
Entity Address Postal Zip Code	82801
City Area Code	307
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	683-0855