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): June 126, 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

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 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

On June 126, 2023, Metro One Telecommunications, Inc. (the Company”) was advised by its wholly owned subsidiary, aStratford ~~corporation~~Ltd. ~~organized~~(“Stratford”), ~~under~~that 12 Stratford employees filed a motion with the ~~laws~~District Court of Tel Aviv (the ~~State~~“Court”), ofcase ~~Delaware~~no. 59931-06-23 (the “~~Company~~Temporary Trustee Motion”), ~~held~~to ~~its~~commence ~~2023~~insolvency ~~Annual~~proceedings ~~Meeting~~against Stratford. The motion was filed as a result of ~~Stockholders~~unpaid (salaries and social benefits to those employees outstanding as of April 30, 2023 in the ~~“Annual~~approximate ~~Meeting”~~US Dollar amount of $254,725 (NIS 945,604), not including additional amounts owing for pension and an educational savings plan. The ~~final~~motion ~~voting~~further ~~results~~indicates ~~for~~the salary and benefits payable at the ~~proposals~~date ~~submitted~~of the filing has increased to a ~~vote~~total approximate amount of ~~the~~$323,250 ~~Company’s~~(NIS ~~stockholders~~1.2 atmillion). In addition, the ~~Annual~~employees ~~Meeting~~filed ~~are~~an asex-parte ~~follows:~~motion to appoint a temporary trustee in order to prevent concealment of assets.

	Proposal 1:	Election of three (3) directors to the Board of Directors of the Company (the “Board”) to hold office until the Company’s 2024 Annual Meeting of Stockholders or until their respective successors are elected or appointed.
	Proposal 2:	Ratification of the appointment of B.F. Borgers PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

In response to the Temporary Trustee Motion, the Court declined to make a ruling on the ex-parte motion and ordered Stratford to file its response with the Court no later than July 2, 2023. If no objection is filed by Stratford, a temporary trustee will be immediately appointed from a list of three nominees offered by the local Ministry of Justice. Stratford has advised the Court it does not intend to file an objection to the Temporary Trustee Motion. The Court has scheduled the insolvency motion for August 8, 2023.

WeOn ~~had~~June ~~271~~27,~~635~~ 2023,~~247~~ ~~shares~~each of ~~common~~Mr. ~~stock~~Jonah ~~outstanding~~Meer onand ~~April~~Mr. 6,James ~~2023,~~A. ~~the~~Brodie ~~record~~resigned ~~date~~as ~~for~~directors ~~the~~of ~~Annual Meeting~~Stratford.

~~Each~~The ofCompany is currently in the ~~matters~~process ~~submitted~~of toreviewing aseveral ~~vote~~suitable ofacquisition ~~the~~targets ~~Company’s~~with ~~stockholders~~revenue atgenerating operations with the ~~Annual~~intent ~~Meeting~~to ~~was~~complete ~~approved~~an byacquisition ~~the~~no ~~requisite~~later ~~vote~~than ofAugust 31, 2023. There is no assurance that the Company’s ~~stockholders.~~will ~~Set~~successfully ~~forth~~identify ~~below~~a issuitable ~~the~~acquisition ~~number~~target. ofEven ~~votes~~if ~~cast~~a ~~for,~~suitable ~~against~~acquisition ortarget ~~withheld~~is identified, asthere ~~well~~is asno ~~the~~assurance ~~number~~that ofany ~~abstentions~~definitive ~~and~~agreement ~~broker~~will ~~non-votes,~~be asagreed toupon ~~each~~and ~~such~~entered ~~matter~~into, ~~including~~or athat ~~separate~~any ~~tabulation~~transaction ~~with~~will ~~respect~~be toconsummated ~~each~~on ~~nominee~~the ~~for~~terms ~~director~~or timeframe currently contemplated, asor ~~applicable~~at all. ~~The~~Stratford ~~results~~operations ~~were~~will ascontinue ~~follows:~~during the insolvency proceeding.

~~Proposal 1 – Election of Directors:~~2

	Votes	Votes	Broker
Director	For	Withheld	Non-Votes
Elchanan (Nani) Maoz	154,874,480	21,718	2,471,387
James A. Brodie	154,874,519	21,679	2,471,387
Jonah Meer	154,874,494	21,704	2,471,387

Proposal 2: Ratification of the appointment of B.F. Borgers PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2023:

Votes	Votes		Broker
For	Against	Abstain	Non-Votes
157,349,853	950	16,782	-

No other matters were considered or voted upon at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 9, 2023	By:	/s/ Elchanan Maoz
Dated: June 30, 2023	By:	/s/ Elchanan Maoz
		Name: Elchanan Maoz
		Title: Chief Executive Officer, President and Director

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