WOWI Metro One Telecommunications Inc (CE)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Eyal Pinto, CFO

On March 22, 2023, Eyal Pinto resigned from his position as Chief Financial Officer of Metro One Telecommunications, Inc. (the “Company”) and Stratford Ltd., the Company’s wholly owned subsidiary. The resignation of Mr. Pinto is not the result of any disagreement with Mr. Pinto on any matter relating to the Company’s operation, policies (including accounting or financial policies) or practices.

Mr. Pinto’s employment agreement requires forty-five (45) days’ prior written notice of termination of the agreement, pursuant to the conditions set forth in the Prior Notice for Dismissal and Resignation Law, 5761-2001, under Israeli law. However, Mr. Pinto has resigned for personal reasons and the Company has accordingly waived the notice requirement, allowing Mr. Pinto to terminate his employment with an effective date of March 24, 2023.

All unvested stock options granted to Mr. Pinto were forfeited upon his resignation.

Appointment of James Brodie as Interim CFO

Concurrently, on March 24, 2023, the Company’s Board of Directors (the “Board”) appointed Mr. James Brodie, the Company’s current Treasurer and a member of the Company’s Board, as interim Chief Financial Officer of the Company. It is anticipated that Mr. Brodie will serve as interim Chief Financial Officer until a permanent Chief Financial Officer is appointed. Mr. Brodie will continue to serve as Treasurer and as a member of the Company’s Board.

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, that 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.

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 interim Chief Financial Officer.