A2Z - Shareholders Resolutions + Other Matters

Rhea-AI Summary

A2Z Smart Technologies Corp (NASDAQ:AZ) announced key developments from its Annual General and Special Meeting. Shareholders approved all matters, including a name change to A2Z Cust2Mate Solutions Corp. The company closed a private placement, raising $2,395,000 at $0.35 per share, with directors and officers investing $420,000. A2Z regained compliance with Nasdaq's Market Value of Listed Securities requirement, maintaining a MVLS of at least $35 million for 14 consecutive trading days. However, the company must still meet the Bid Price Rule by October 21, 2024. Alan Rootenberg, a current director, replaces Mr. Levin as Chief Financial Officer, bringing over 45 years of financial experience to the role.

Positive

• Successful private placement raising $2,395,000 at $0.35 per share
• Regained compliance with Nasdaq's Market Value of Listed Securities requirement
• Appointment of experienced CFO Alan Rootenberg

Negative

• Still needs to comply with Nasdaq's Bid Price Rule by October 21, 2024
• Potential risk of delisting if bid price compliance is not achieved

Insights

Financial Analyst

The recent developments for A2Z Smart Technologies Corp. present a mixed picture. The successful private placement raising $2,395,000 at $0.35 per share provides much-needed capital, albeit at a potentially dilutive price. Insider participation of $420,000 signals management confidence. Regaining Nasdaq compliance for market value is positive, removing an immediate delisting threat. However, the lingering bid price compliance issue until October 21 remains a concern. The CFO change to an experienced director might bring stability, but frequent management changes can be disruptive. Overall, these events suggest the company is actively addressing challenges, but investors should closely monitor its progress in maintaining Nasdaq listing and improving financial performance.

Legal Expert

The shareholder meeting results demonstrate strong investor engagement, with 50.41% of shares represented. Approval of all proposed matters, including the company name change, indicates alignment between management and shareholders. The private placement's structure, including insider participation and finders fees for non-U.S. residents, appears compliant but warrants scrutiny for potential conflicts of interest. Regaining Nasdaq MVLS compliance is legally significant, reducing regulatory risks. However, the ongoing bid price compliance issue poses a continued legal and listing challenge. The CFO transition seems properly executed, with the new CFO's qualifications highlighted. These developments suggest the company is navigating complex regulatory waters, but ongoing vigilance is required to maintain compliance and corporate governance standards.

Market Research Analyst

A2Z's recent actions reflect a company in transition, actively working to strengthen its market position. The name change to A2Z Cust2Mate Solutions Corp suggests a strategic pivot, potentially focusing on customer-centric technology solutions. This rebranding, coupled with the capital raise, indicates the company is gearing up for a new phase of growth or product development. The Nasdaq compliance issues, while partially resolved, highlight the volatility in the company's market perception. The 50.41% shareholder participation rate is relatively strong for a small-cap company, suggesting engaged investors. However, the need for a $0.35 share price for the private placement indicates current market skepticism. The company's ability to execute its strategy and improve its market standing in the coming months will be important for investor confidence and future growth prospects.

A2Z Smart Technologies Corp publishes the voting results from its Annual General and Special Meeting of Shareholders; announces the Closing of the Company's previously announced private placement; regains Compliance with Nasdaq's Market Value of Listed Securities Requirement; and announces the replacement of its Chief Financial Officer

TEL AVIV, ISRAEL / ACCESSWIRE / August 12, 2024 / A2Z Smart Technologies Corp. ("A2Z") ("Company"), (NASDAQ:AZ), a global leader in innovative technology solutions, is pleased to announce the voting results from its Annual General and Special Meeting of Shareholders (the "Meeting") held on Monday, July 29, 2024.

The total number of shares represented by shareholders present in person and by proxy at the Meeting was 26,332,602, representing 50.41% of A2Zs issued and outstanding common shares.

All of the matters put forward before shareholders for consideration and approval, as set out in the Company's Management Information Circular dated June 26, 2024 (the "Circular"), were approved by the requisite majority of votes cast at the Meeting, including, among other topics that were approved, the approval of the name change of the company to A2Z Cust2Mate Solutions Corp.

In addition, the Company closed its previously announced private placement from April 2, 2024 of common shares (or common share equivalents) for gross proceeds of approximately $2,395,000 at a purchase price of $0.35 per common share (or common share equivalent).
Certain directors and officers of the Company purchased $420,000 value of common shares in the private placement. In connection with the closing, the Company has issued certain non-U.S. residents 451,428 common shares as finders fees.

Further, the Company announced today that that on August 1, 2024, it received a formal notice from the Nasdaq Stock Market LLC ("Nasdaq") informing the Company that it has regained compliance with the market value of listed securities ("MVLS") requirement under Nasdaq Listing Rule 5550(b)(2) (the "Rule") for continued listing on the Nasdaq Capital Market.

As previously reported, the Company was notified by Nasdaq on April 24, 2024, that it was not in compliance with Nasdaq's Capital Market requirement because it failed to maintain a MVLS of at least $35 million for a period of 30 consecutive business days. To regain compliance with the Rule, the Company was required to maintain a MVLS of at least $35 million for a certain number of consecutive trading days. This requirement was met on July 31, 2024, the 14th consecutive trading day when the MVLS was at least $35 million.

The Company must still demonstrate compliance with Listing Rule 5550(a)(2), the Bid Price Rule, by October 21, 2024. In the event the Company does not regain compliance by October 21, 2024, the Company may be eligible for an additional 180 calendar day grace period. The Company intends to monitor its bid price between now and October 21, 2024 and intends to cure the deficiency within the prescribed grace period. During this time, the Company expects that the common shares of the Company will continue to be listed and trade on Nasdaq. The Company's management is looking into various options available to regain compliance and maintain its continued listing.

Additionally, the company wishes to announce a change in the position of Chief Financial Officer, effective immediately. The Company wishes to thank Mr. Levin for his service as CFO and wish him the best as he continues with his other business endeavors, including continued consulting services to the Company. As a result of Mr. Levin's departure, the company has engaged the services of Alan Rootenberg, who currently serves as a director, as Chief Financial Officer. Mr. Rootenberg has over 45 years of accounting and financial services experience having also served as the chief financial officer of other publicly listed companies. In addition, Mr. Rootenberg has BCom CPA designation.

About A2Z / Cust2mate

A2Z Smart Technologies Corp. brings innovation, ease, excitement and value to retailers and shoppers. The Company is transforming brick-and-mortar retail with innovative smart shopping cart solutions that digitize the in-store shopping experience. The proven-in-use, friendly, sensor rich, AI driven carts enhance customer satisfaction and loyalty, minimize shrinkage, optimize retailers' operations and enable new business models. The smart carts streamline in-store shopping by enabling in-cart scanning and payment, allowing users to bypass checkout lines while alleviating labor shortages. Retailers can optimize merchandising, store layouts and promotions from data-driven insights, while shoppers get real-time information and personalized offers, turning a necessary chore into a fun and rewarding experience.

For more information on A2Z Smart Technologies Corp. (NASDAQ:AZ) ($AZ), please visit www.cust2mate.com.

Cautionary Statement Regarding Forward-looking Statements

Matters discussed in this press release may contain forward-looking statements that are subject to substantial risks and uncertainties. Forward-looking statements contained in this press release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will" "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the Company's filings on EDGAR with the SEC. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Forward-looking statements contained in this announcement are made as of this date, and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein.

Company Contact:

Gadi Graus, CEO
Gadi.g@a2zas.com
+972-3-3732328

Investor Contact:

John Gildea, VP corporate communication
john@a2zas.com
+353-8-68238177

SOURCE: A2Z Smart Technologies Corp.

View the original press release on accesswire.com

FAQ

What was the outcome of A2Z Smart Technologies Corp's (AZ) Annual General and Special Meeting?

Shareholders approved all matters, including a name change to A2Z Cust2Mate Solutions Corp, and the company closed a private placement raising $2,395,000 at $0.35 per share.

Has A2Z Smart Technologies Corp (AZ) regained compliance with Nasdaq listing requirements?

A2Z regained compliance with Nasdaq's Market Value of Listed Securities requirement but must still meet the Bid Price Rule by October 21, 2024.

Who is the new CFO of A2Z Smart Technologies Corp (AZ)?

Alan Rootenberg, a current director with over 45 years of financial experience, has been appointed as the new Chief Financial Officer, replacing Mr. Levin.

What is the deadline for A2Z Smart Technologies Corp (AZ) to comply with Nasdaq's Bid Price Rule?

A2Z Smart Technologies Corp must comply with Nasdaq's Bid Price Rule by October 21, 2024, or risk potential delisting.