Metro One Telecommunications, Inc. Announces Court Approval of Acquisition of Royal App Ltd. and $3.5 Million Financing

BEAVERTON, Ore., March 30, 2021 /PRNewswire/ -- Metro One Telecommunications, Inc. (OTCMKTS: WOWI) ("Company" or "Metro One") announced today that its newly-formed, wholly-owned Israeli subsidiary, Stratford Ltd. ("Subsidiary"), 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 prominent clients.

To finance the Acquisition as well as general working capital, Metro One is raising $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 Series A Convertible Preferred Stock ("Preferred Stock") into common stock ("Common Stock", and collectively with the Safes, the Preferred Stock, and any other Company securities, the "Securities") of the Company in a transaction that the Company intends to undertake later this year (the "Preferred Conversion" and the resulting capitalization immediately following the Safe conversion and the Preferred Conversion calculated on an as-converted to Common Stock basis, without duplication, the "Company Capitalization"). 

In addition, as part of the Acquisition consideration, Metro One has agreed that upon the Preferred Conversion it will issue Common Stock equivalent to 8% of the Company Capitalization for the benefit of certain creditors of Royal App, to issue Common Stock in an aggregate amount up to 2% of the Company Capitalization to Everest Corporate Finance as partial compensation for the Acquisition, as well as to issue equity incentives to certain employees.  Pending the issuance of 8% of the Company Capitalization, a trustee for certain creditors of Royal App will have a lien on certain Shelfy assets for the benefit of such creditors.

Certain of the transactions described above are subject to Board approval as well as shareholder approval, of which there can be no assurance.  The Company intends to prepare and mail a proxy statement to its shareholders which will have further details on the Acquisition, the Company Capitalization and the various issuances of Company Securities.

The Company anticipates that the closing of the Acquisition may occur by mid-April. Prior to its recent insolvency filing, approximately USD $20 million has been invested in Royal App since 2018 with the most significant pre-money valuation totaling approximately USD $48 million. 

Metro One Chairman, Nani Maoz said, "we are very pleased with the acquisition of this technology company. Royal App has a novel artificial intelligence technology which has received praise from its customers.  We look forward to working with the team at Royal App to grow their international client base into the U.S. market. Despite making substantial progress on the business side during 2019-2020 the company experienced setbacks, some of which due to Covid-19 restrictions.  The company's clients include such major European retailers as A.S Watson, Super Pharm, Yohananof, and Kruidvat."

Mr. Maoz continued, "In the next few months, Metro One is endeavoring to bring our public filings current with the SEC and to become a fully reporting company. We believe that the acquisition of Royal App will be accretive to our shareholders."

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Safes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.  The Securities have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws, such as statements regarding the proposed notes offering and the expected use of proceeds therefrom. 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 and the bankruptcy process in Israel.  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.

Contact information:
Jacqueline Danforth
30 North Gould Street
Suite 2990
Sheridan, WY 82801
Office: 403-693-8004
Cell: 646-831-6244
Email: [email protected]

SOURCE Metro One Telecommunications Inc.