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): ~~January~~May 303, 2024

METRO ONE TELECOMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

333-262645

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~~ITEM 54.~~02.~~01 ~~Departure~~CHANGES ofIN ~~Directors~~REGISTRANT’S orCERTIFYING ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~ACCOUNTANT.

On ~~January~~May 313, 2024, the Board of Directors of Metro One Telecommunications, Inc. (the “Company”), ~~announced~~acting in its dual capacity of Audit Committee, approved the ~~appointment~~dismissal of ~~Mr.~~BF ~~Brian~~Borgers ~~Sagi,~~CPA ~~effective~~PC ~~January~~(“BF ~~30,~~Borgers”) ~~2024, to~~as the Company’s ~~Board~~independent ofregistered ~~Directors.~~public ~~Concurrently,~~accounting Mrfirm. ~~James~~On A.May ~~Brodie~~3, 2024, the ~~Company’s~~Securities ~~current~~and ~~Treasurer,~~Exchange ~~Interim~~Commission ~~CFO~~(the ~~and~~“SEC”) aannounced ~~member~~that it had settled charges against BF Borgers that it failed to conduct audits in accordance with the standards of the Public Company’s Accounting Oversight Board (the “PCAOB”). As part of the settlement, ~~was~~BF ~~appointed~~Borgers ~~Secretary~~agreed to a permanent ban on appearing or practicing before the SEC (the “Ban”). As a result of BF Borgers’ settlement with the SEC, the Company has dismissed BF Borgers as its independent accountant.

~~Mr.~~The ~~Brian~~Board ~~Sagi~~of Directors is in the process of engaging a new public accounting firm and will provide an updated disclosure as soon as that occurs.

~~Mr.~~The ~~Sagi,~~reports ~~age 54, is an experienced board leader, entrepreneur, technologist and dealmaker. He has a long track record~~ of ~~starting~~BF ~~and~~Borgers ~~growing~~on ~~companies~~the ~~and~~Company’s ofconsolidated ~~creating~~financial ~~liquidity~~statements ~~events~~for inthe ~~companies.~~fiscal Asyears aended ~~seasoned~~December ~~entrepreneur~~31, ~~Mr.~~2022 ~~Sagi has founded~~ and ~~grown~~2021 ~~technology,~~did ~~medical~~not ~~device~~contain ~~and~~an ~~aerospace~~adverse ~~companies.~~opinion Asor a ~~dealmaker~~disclaimer of ~~over~~opinion 20and ~~years~~were atnot ~~Cerian~~qualified ~~Technology~~or ~~Ventures,~~modified heas ~~has~~to ~~advised clients in numerous mergers~~uncertainty, ~~acquisitions,~~audit ~~licensing~~scope ~~deals,~~or ~~joint~~accounting ~~ventures~~principles ~~and~~ other ~~strategic~~than asan ~~well~~explanatory asparagraph ~~restructuring~~relating ~~transactions. Prior~~ to ~~Cerian Technology Ventures, Mr. Sagi worked in~~ the ~~venture~~Company’s ~~capital~~ability ~~industry~~to atcontinue ~~IDEAEdge~~as ~~Ventures,~~ a ~~fund~~going ~~focused on investments in fast-growing mobile technologies~~concern. ~~Mr.~~The ~~Sagi~~Company ishad ~~currently~~not ~~Chairman~~yet ofreceived the ~~Board~~audit atreport ~~VTM~~from ~~Technologies~~BF ~~LTD~~Borgers ~~and~~for ~~Chairman~~our offiscal ~~the~~year ~~Board~~ended atDecember ~~C Cubed Aerospace LLC~~31, ~~both~~2023 ofas ~~which are private companies. He has graduated from the University~~ of ~~San Diego with a Master of Business Administration, from~~ the ~~University~~date of ~~California, San Diego with a Master of Engineering in Electrical Engineering, and from~~ the ~~Technion, Israel’s Institute of Technology with a Bachelor of Science in Electrical Engineering and a Bachelor of Arts in Computer Science~~Ban.

~~Mr.~~During ~~Sagi~~the ~~has~~fiscal years ended December 31, 2022 and 2021, and through the date of termination, May 3, 2024, there were no ~~direct~~“disagreements” with BF Borgers on any matter of accounting principles or ~~indirect~~practices, ~~material~~financial ~~interest~~statement indisclosure ~~any~~or ~~transaction~~auditing ~~required~~scope toor beprocedure, ~~disclosed~~which ~~pursuant~~disagreements if not resolved to ~~Item~~the ~~404(a)~~satisfaction of BF ~~Regulation~~Borgers ~~S-K,~~would ~~and~~have ~~there~~caused ~~are~~BF noBorgers ~~family~~to ~~relationships~~make ~~between~~reference ~~Mr.~~thereto ~~Sagi~~in ~~and~~its ~~any~~reports ofon the ~~Company’s~~consolidated ~~other~~financial ~~executive~~statement ~~officers~~for orsuch ~~directors~~years. ~~There~~During ~~are~~the nofiscal ~~other~~years ~~arrangements~~ended orDecember ~~understandings~~31, ~~between~~2022 ~~Mr.~~and ~~Sagi~~2021, and ~~any~~through ~~other~~May ~~persons~~3, ~~pursuant~~2024, tothere ~~which~~have ~~Mr.~~been ~~Sagi~~no ~~was~~“reportable ~~appointed~~events” (as defined in Item 304(a)(1)(iv) ~~member~~and Item 304(a)(1)(v) of Registration S-K), except for the ~~Board~~identified ofmaterial ~~Directors~~weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report.

~~Director~~The ~~compensation~~U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.

MrITEM 9.01 ~~Sagi~~FINANCIAL ~~will~~STATEMENTS ~~receive~~AND ~~annual director’s compensation of $18,000, payable quarterly, and will be eligible to participate in the Company’s equity compensation plans as determined by the Company’s board of directors~~EXHIBITS.

~~Mr.~~(d) ~~James A Brodie~~Exhibits.

Mr. Brodie, age 69, has served as a member of the Company’s Board since November 2018 and as Treasurer of the Company since January 2019. Mr. Brodie is a successful businessman who has added significant value in many business sectors including healthcare both products and services, wine importation and distribution, air ambulance services, inflight entertainment and strategic consulting. He has formed and led teams that have successfully started and grown small businesses and as a result has extensive M&A experience. Currently, Mr. Brodie serves as a strategic advisor to Citadel America Asset Group based in New York, New York. The group purchases and restores B grade apartment complexes across the southern tier of the United States. The group has about 1,500 units and is actively seeking additional properties. The group has about $150 million under management. Mr. Brodie is also a partner in the development of a family business, J Wilder Importers, which designs and imports bespoke shoes, premium leather belts and hand loomed textiles. Products are sourced from Spain, Argentina, Morocco, Tunisia, Greece, Turkey, India and Australia. Other leadership experience includes being the founding partner of a New York Stock Exchange brokerage firm, a board member of the Pink Sheets, and a managing director of Tocqueville Asset Management. He also served as a managing director in the turnaround of a family office and trading firm that made markets in over 400 stocks. Mr. Brodie served as an advisor to the largest operating charity on Long Island, New York where he worked to grow or merge their foundation with smaller charitable foundations. Finally, Mr. Brodie was the president of Temple Gwathmey Steeplechase Foundation, a national organization dedicated to the history and promotion of the safety of the equine sport of steeplechasing in the United States.

Exhibit

Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Mr. Brodie has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there are no family relationships between Mr. Brodie and any of the Company’s other executive officers or directors. There are no other arrangements or understandings between Mr. Brodie and any other persons pursuant to which Mr. Brodie was appointed as Secretary.2

~~We issued a press release announcing the aforementioned appointments on January 31, 2024, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.~~SIGNATURES

2Pursuant 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.

Item 9.01. Financial Statements and Exhibits.

	METRO ONE TELECOMMUNICATIONS, INC.

Dated: May 8, 2024	By:	/s/ Elchanan Maoz
		Name: Elchanan Maoz
		Title: Chief Executive Officer, President and Director

~~(d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report.~~3

Exhibit No.		Description
99.1		Press Release issued by Metro One Telecommunications, Inc., dated January 31, 2024
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: January 31, 2024	By:	/s/ Elchanan Maoz
		Name: Elchanan Maoz
		Title: Chief Executive Officer, President and Director

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