AskMuncher
5年前
$CGLO Coro Global Responds to Recent Request for a Special Meeting of Stockholders
Press Release | 09/30/2021
Miami, FL , Sept. 30, 2021 (GLOBE NEWSWIRE) --
Coro Global Inc. (“Coro Global” or the “Company”) develops and commercializes financial technology products in the United States. The Company was co-founded by David Dorr and Brian Dorr after living through the last financial crisis and watching the extreme inequality created by a financial system that is fundamentally broken. Banks and the 1% thrived while the average global citizen were made poorer. Coro Global was built on the belief that there was a better path forward that could be made available to everyone. That path is built on strong technology and sound money.
Mr. Naser’s press release. On Monday September 20, 2021, the Ex-Chairman of the Company, Lou Naser issued a press release purporting to represent “Holders of More than Fifty Percent of the Outstanding Common Stock” of the Company and alleging a wide-ranging set of accusations without any support. The Company and public can easily confirm, based on Exhibit A – “Requesting Stockholders” (below) from a letter sent from Mr. Naser’s counsel on Friday September 17, 2021, that Mr. Naser and his “Group of Stockholders” do not constitute more than fifty percent of the Company. Furthermore, the Company denies the allegations in their entirety. The few buzz words and conclusory sentences in the press release do nothing to establish any valid claims but instead only serve to expose the defamatory and baseless nature of the press release. The press release is refuted by publicly filed documents, as well as Company records including its financials, board meeting records, and other books and records.
The Ex-Board joins the Company. In his press release, Mr. Naser makes baseless arguments concerning the management of the Company and its direction going forward. These allegations are untrue. Indeed, Mr. Naser, along with the two other independent directors (Mr. Hueppi and Mr. Naupari) had become directors of the Company on June 24, 2020. For more than six months they directed the company along with Mark Goode and Nikki Noel as the complete Board of the Company. Mr. Naser, supported by the other independent directors Mr. Hueppi and Mr. Naupari, solicited the co-founders of the Company, David Dorr and Brian Dorr, to take on the role of Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) beginning January 1, 2021. At the same time Mr. Naser persuaded the Board to appoint him Chairman of the Board, a position he held until just recently when he suddenly resigned on August 17, 2021. Mr. Naser induced David Dorr and Brian Dorr to take the officer positions, without any form of compensation, by committing that with his new title of Chairman he would raise $10 million in funding for the Company.
The CEO and the COO are appointed by the Board. On January 1, 2021, David Dorr and Brian Dorr agreed and took on their roles for no compensation in cash, stock, or other benefits. They were appointed to their positions in the best interests of the Company shareholders, and since that time, have done everything in their power to gain customers and investors in the Company by developing the software, the product, and installing proper bookkeeping, and marketing. They reduced the Company’s net losses by approximately 36% from ($2,717,361) for the first 6 months of 2020 to ($1,734,787) for the first 6 months of 2021, which can be clearly verified by anyone reviewing the Company’s public filings1. They installed a complete accounting system and accounting policies and hired ex-Deloitte consultants immediately to implement and correct operational deficiencies left by prior management. Each issue which was identified was reported to the Board. Unfortunately, the prior Board (who resigned) failed to resolve the issues identified by the CEO and COO of the Company. Indeed, during Mr. Naser’s, Mr. Hueppi’s and Mr. Naupari’s tenure as directors of the Company, the stock price declined approximately 88%. Mr. Naser failed to raise the $10 million in funding he committed to raise as a condition to David Dorr and Brian Dorr taking on their positions as CEO and COO of the Company. Having failed in their governance of the Company and refusing to take responsibility, on August 17, 2021, Mr. Naser, Mr. Hueppi, and Mr. Naupari abandoned ship and spontaneously and “coincidentally” resigned.
Brian and David Dorr develop the Company – a revolutionary financial technology business. As the remaining Board Members of the Company, David Dorr and Brian Dorr have taken every action to preserve and develop the value of the Company from the time they were appointed by the Board of the Company, through and beyond the abandonment of the Company by directors who resigned. The Company scaled its application’s robustness and functionality, completing over thirty API updates and releases so far this year. The Company also acquired approximately 1,600 new customers. All these milestones had been predicated upon having the capital to execute and indeed, the current Board was able to accomplish these milestones without the capital Mr. Naser had committed to raise. The Company and its current Board have operated in a transparent manner, and the burn rates and financials were routinely reported to Mr. Naser who in turn as Chairman reported them to the Board of the Company. Mr. Naser’s baseless claims of mismanagement at the Company are without basis and are denied.
Appropriate executive compensation. As set forth in its publicly-filed Form 8-K Report, on September 9, 2021, Coro Global granted an aggregate of 6,000,000 restricted shares of common stock to six officers, employees, and consultants of the Company, including 1,000,000 shares to David Dorr (as CEO), 1,000,000 shares to Brian Dorr (as COO), 1,000,000 shares to Anna Milaeva (Chief Marketing Officer), 1,000,000 shares to Albert Rodriguez (CEO, Coro Corp.), 1,000,000 shares to Lorenzo Delzoppo (Chief Compliance Officer), and 1,000,000 shares to Jonathan Beck (Chief Technology Officer). The shares were issued as compensation to the executive officers of the Company to ensure that the Company has a successful executive team for the next four years. These six executive team members have supported the company since its inception in 2018 and have earned the rights to be compensated for their ongoing efforts and contributions to the Company.
The former board of directors and officers of the Company all received restricted stock during their tenure. All of the restricted stock they received was without cash consideration. David Dorr and Brian Dorr started their employment as officers and directors of the company on January 1, 2021. They have worked without salary, health benefits, stock or any other forms of compensation. All previous management and directors received combinations of cash, stock, and health benefits. On May 17, 2018, Mark Goode, the former CEO received 500,000 in restricted stock immediately upon becoming CEO with a closing stock price of $2.50, thus granting him $1,250,000 in immediate compensation.2 On September 9, 2021, the day the restricted stock was granted to our senior management team, the company's stock closed at $1.32 and the first 250,000 shares that each executive will be eligible to have vested will not occur until September 10, 2022. None of the shares are vested and thus are future compensation, which is both acceptable and valid in the industry.
These restricted shares were issued to ensure that the current management of the Company is appropriately compensated, in a manner which would ultimately inure to the greatest benefit of the Company and its shareholders.
Mr. Naser’s press release conveniently ignores the fact that none of the restricted shares have vested yet. The shares vest over the course of four years with a one-year cliff. That means that any executive that leaves before September 10, 2022, loses 100% of the shares granted to them. Each executive that is with the company on September 10, 2022, will only receive 250,000 shares. They must continue with the company to earn the remaining shares. The balance of their stock is vested each quarter over the remaining three years they serve the company.
The restricted stock granted to the Company’s senior management team does not possess any anti-dilution rights. In other words, all financing rounds over the next four years will dilute the positions of the senior management who received the restricted stock. This is not evidence of mismanagement, this is evidence of proper management, of the Company, and actions which were necessary in order to incentivize the executive team to stay at Coro Global (particularly after the prior Board members left) and encourage them to continue working over the course of four years, and against leaving the Company.
Simply put, the shares were validly issued, for compensation, are not “self-dealing” or “entrenchment” and were validly issued by the Board of the Company. Moreover, under the Amended Bylaws of the Company (effective as of January 22, 2021), it was not necessary to hold a meeting to issue these restricted shares.
Mr. Naser’s “request” for a meeting is invalid. Although Mr. Naser claims that he has secured a majority of the shareholders to request a special meeting under the Amended Bylaws, his press release does not evidence such a majority. The shares which were validly issued for executive compensation, and which have not vested, still provide voting rights to the holders of those restricted shares. The total number of voting shares, therefore, is 31,458,746 (which includes the restricted shares issued on September 9, 2021). Mr. Naser has identified 12,926,234 votes as those voting in favor of holding a special meeting. However, that amount results in only 41.1% of the shareholders voting in favor of holding a special meeting. There is no valid basis for Mr. Naser to hold a special meeting pursuant to the Amended Bylaws and such meeting appears to be for an improper purpose.
Doubt about the Company’s ability to continue as a going concern. In every annual and quarterly public filing since 2018, when the Company started, there has been a public disclosure regarding the uncertainty in the Company’s ability to remain a going concern. Despite this ongoing, and now heightened uncertainty, David Dorr and Brian Dorr have remained committed and aligned with the Company since they co-founded it in 2018. This commitment has been demonstrated in their tireless efforts to build the Company and Coro product, willingness to serve as officers of the Company without compensation and supported by the fact that they have never sold a single share of the Company’s stock.
Messrs. Naser, Hueppi, and Naupari served the Company as directors from June 24, 2020, through August 17, 2021, a period in which the Company’s stock price declined 88.74%. Messrs. Naser, Hueppi, and Naupari were the sole members of the independent board as well as the sole members of the Company’s Audit, Compensation, and Nomination Committees. They resigned simultaneously along with the Company’s Corporate Secretary and General Counsel Glenn Truitt on August 17, 2021, as was reported in the Company’s most recent 10Q. While Mr. Naser’s allegations suggest a litany of baseless reasons for their resignation, the fact is that the Company was provided in writing from Mr. Truitt that “Each of these members is resigning to focus their efforts on sectors and opportunities outside of the gold industry.”
It is also disappointing that a review of the “Group of Stockholders” list from Mr. Naser, provided in Exhibit A, compared against public filings, shows that his “Group of Stockholders” appear to be responsible for greater than 60% of every single share sold in the public market since the Company was founded.3 This begs the question as to what their true intentions are for the Company and if those intentions would be in the best interest of all stockholders.
The irresponsible and sudden departure of the directors, Mr. Naser’s failure to deliver on his commitment of a $10 million funding, continued fall in the Company’s stock price – likely driven by share sales from the “Group of Stockholders” Mr. Naser represents, and defamatory press release filled with unsupported allegations, have dramatically heightened the risk of the Company remaining a going concern.
Considering the current circumstances, the Company and Management intend to take a number of actions, including but not limited to, the following. First, with financial and legal risks a clear and present danger, the Company will take all actions necessary to preserve resources. To do so, the Company will be notifying customers of the Coro App that services will be suspended effective October 31, 2021. During that period, Company Management will explore opportunities to partner, license, or sell part of its assets. All actions taken will be done with the requisite transparency and procedures required under the Company’s Amended Bylaws. Management is also considering withdrawing some or all its money transmission licenses to preserve operational resources. The Company will continue to preserve the technology assets and resources and evaluate monetization strategies for them on a standalone basis. Second, the Company has retained advisors to do a thorough review of the Company, including but not limited to its finances, operations, and history of officers, directors, and shareholders since inception. The purpose of this review is to document transparently how the Company has evolved to the present situation. All shareholders deserve such a review.
The Company moves forward. The Company always has been, and continues to be, transparent. The Company’s board meetings are recorded and well documented. The Company’s current Board and Management is dedicated and has maintained their roles as CEO and COO, as true fiduciaries of the Company, and as the co-founders who established the very foundation for the Company business. On a positive note, the prior Board is no longer managing the Company – having abandoned their fiduciary duties to the Company, and their positions – and the Company can now focus on all available options to preserve the core mission of the Company, which is to develop an inclusive new financial system where gold, as stable money, can be used safely and securely in everyday transactions as easily as fiat currencies.
Cautionary Note Regarding Forward-Looking Statements
Matters discussed in this press release contain forward-looking statements. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with our history of losses and our need to raise additional financing, the acceptance of our products and technology in the marketplace, our ability to demonstrate the commercial viability of our products and technology, and our need to increase the size of our organization. Further information on the Company's risk factors is contained in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason except as may be required under applicable law.
Exhibit A
Requesting Stockholders
Requesting Stockholder Shares of Common Stock Held of Record
Lou Naser 56,000
Carlos Naupari 30,000
Rudolph Hüeppi 30,000
Anthony Naser 4,000
Raja Nasir 5,000
Ramiz Yousef 5,000
Dinh Family Trust, Jonathan Dinh TTEE 60,000
Forever 21 Trust, Victor Nguyen TTEE 80,000
John Bayrakadarian 30,000
Maurice Wooden 20,000
Scott Leary 200,000
SYU Holdings LLC 700,000
Aspire Ventures, LLC 225,000
J. Mark Goode 595,000
JMG Horseshoe LLC 433,333
Richard E. Ward 328,501
Kirk Wiles 464,400
Eric Swallow 50,000
Mike Leibowitz 80,000
Shane McGonnell 10,000
Luke Walker 5,000
Chris Erwin 5,000
Requesting Stockholder Shares of Common Stock Held of Record
Jerry Moradi 80,000
Ehud Nahum 40,000
Sam Katz 10,000
Dustin Goodman 20,000
Mary Aloisio 10,000
Steve Cestro 10,000
Jacob Fried Stahl 20,000
Ezra Hanz 5,000
Robert Karger 5,000
Helene Fried Stahl 20,000
Eli Galicki 10,000
Romelli Cainong 80,000
LLH Irrevocable Trust, Kevin Hauser TTEE 2,200,000
LH Irrevocable Trust, Jonathan Feuerman TTEE 2,200,000
RH Sun & Surf Irrevocable Trust, Jonathan Feuerman TTEE 4,800,000
TOTAL 12,926,234
1 https://www.sec.gov/Archives/edgar/data/0000842013/000121390021044284/0001213900-21-044284-index.html
2 https://www.sec.gov/Archives/edgar/data/842013/000157570518000123/hash_8k.htm
3 Since March 2, 2018, through September 30, 2021, the total volume of shares traded of the Company is 1,595,736. Comparing the share positions in Exhibit A to the Company’s S1 Registration Statement filed on October 29, 2018, shows a notable decrease in share positions. See filing https://www.sec.gov/Archives/edgar/data/0000842013/000121390018014589/0001213900-18-014589-index.html
Investor Relations
1 (866) 806-2676
ir@coro.global
AskMuncher
5年前
$CGLO Majority Stockholders of Coro Global Inc. Request a Special Meeting of Stockholders to Remove the Current Directors
Press Release | 09/20/2021
Miami, FL, Sept. 20, 2021 (GLOBE NEWSWIRE) -- On September 17, 2021, a group of stockholders of Coro Global Inc. (OTC: CGLO) (“Coro Global” or the “Company”) holding of record over 50% of the Company’s common stock delivered to the Board of Directors of the Company a request to call a special meeting of stockholders pursuant to the Company’s Amended and Restated Bylaws. At the special meeting, the stockholder group, which includes Lou Naser, Carlos Naupari and Rudolph Hüppi, each of whom previously served as independent directors of Coro Global, intends to present, among other things, proposals to remove the Company’s existing directors and elect five independent, highly qualified nominees committed to bringing much-needed change and profitability to Coro Global.
In addition, the stockholder group issued an open letter to the stockholders of Coro Global highlighting the current Board of Directors’ and management’s failure to formulate and execute a strategy to generate revenue, lack of long- and short-term fiscal planning and inability to raise capital to address the Company’s continuing severe liquidity crisis. The letter raises critical questions regarding the current Board’s and management’s lack of accountability and oversight, blatant disregard for basic principles of corporate governance, entrenchment and self-dealing, and highlights the urgent need to replace the current directors and management with independent, qualified candidates committed to implementing immediate changes to unlock value for Coro Global stockholders.
“It is time for meaningful changes at Coro Global,” said Lou Naser, who previously served as an independent director and Chairman of the Board of Coro Global. “The lack of leadership and accountability by the current Board of Directors and management have brought the Company to the brink of insolvency and caused the Company’s stock price to decline by over 80% in a matter of just a few months. From failure to raise capital to poor corporate governance to entrenchment and self-dealing, there is simply no excuse for the continued value destruction overseen by the current Board and management. Immediate action is needed to address the Company’s deepening liquidity crisis, improve marketing, acquire customers and begin to generate meaningful revenue.”
“We believe that the existing directors and management should be removed,” added Mr. Naser. “We are confident that our independent, highly qualified nominees – Lou Naser, Rudolph Hüppi, J. Mark Goode, Michael Leibowitz and Jerry Moradi – will bring to the Board of Directors much needed expertise, accountability, oversight and fiscal discipline, as well as an unwavering commitment to stockholder value.”
Continued Mr. Naser, “We expect that the Company will call the special meeting within 90 days, as mandated by the Company’s Bylaws. We strongly caution Coro Global and its current Board and management against taking any further actions designed to entrench themselves, interfere with the will of public stockholders or otherwise prevent them from having a say in the future of their company. We will do everything necessary to ensure that stockholders—the true owners of Coro Global—have the opportunity to fully and fairly consider and vote on our proposals.”
The full text of the letter is reproduced below:
September 20, 2021
Dear Fellow Coro Global Stockholders:
It is time for change and meaningful improvements at Coro Global. Continued mismanagement, negligence and dereliction of duty by the current Board of Directors and management team have left the Company in a dangerous and untenable position. Management has failed to develop and execute a strategy for growing the Company’s customer base and generating meaningful revenue. The Company’s exceedingly high cash burn rate and inability to raise operating capital have driven Coro Global to the brink of insolvency. Management’s failure to maintain adequate investor relations and shareholder communication has resulted in a deep investor confidence crisis. As a result, Coro Global stockholders have suffered massive value destruction, as evidenced by a whopping drop in the Company’s stock price from over $5.00 per share to under $1.00 per share over a period of less than twelve months.
Rather than focusing full attention on solving the Company’s deepening operational and financial crisis, the current Board and management team, led by Chief Executive Officer David Dorr and his brother, Chief Financial Officer & Chief Operating Officer Brian Dorr, have focused on managing their private, unrelated business Dorr Asset Management. Further damaging the Company, the current directors and management have engaged in self-dealing to line their own pockets at the expense of Coro Global stockholders. Despite the Company’s deteriorating financial performance, the current directors and management recently granted themselves six million restricted shares for no cash consideration, causing massive dilution to all other stockholders.
Coro Global simply cannot afford continued mismanagement, lack of leadership and self-dealing by the current directors and management team. Therefore, we have requested that the Company hold a special meeting of stockholders, at which we plan to vote for the removal of the current directors and the election of five independent, highly qualified candidates (including J. Mark Goode, the former President, Chairman and Chief Executive Officer of the Company) committed to taking immediate action to bring to the Company much needed accountability, operational oversight and fiscal discipline.
The Current Board and Management Are Responsible for the Company’s Precarious Financial Position
The Company is significantly undercapitalized. The current Board’s and management’s failure to develop and execute a strategy for growing the Company’s customer base and facilitating product development have prevented the Company from generating meaningful revenue from operations.1 At the same time, the Company has been burning cash at an exceedingly high rate.2 As a result, the Company remains unprofitable and is at high risk of running out of operating capital.3 In fact, the Company has reported that it must obtain additional financing to continue its operations.4
The Current Directors and Management Are Focused on Operating Their Private Business Venture to the Detriment of Coro Global
The current Board of Directors apparently consists solely of the two Dorr brothers, who are the co-founders of the Company and were appointed to the Board in January 2021. Messrs. Naser, Naupari and Hüppi, who previously served as independent directors, resigned from the Board in August 2021, for the reasons described below.
The Company’s management team currently consists of six individuals, including David Dorr and Brian Dorr, who serve as CEO and CFO / COO, respectively. Since their appointment in January 2021, the current management team has consistently failed to devote sufficient time and effort to the Company’s business, for the reasons described below. We believe that management’s continued failure to do their jobs is nothing less than a breach of their fiduciary duties to Coro Global stockholders.
Management’s failure to devote adequate time and attention to Coro Global has had a devastating impact on the Company’s business. Following their appointment as directors and officers of the Company in January 2021, David Dorr and Brian Dorr have continued to focus on operating their private asset management firm, Dorr Asset Management, and spend a considerable amount, if not most, of their time outside of the United States. As a result, they have not devoted adequate time and attention to operating and growing Coro Global’s business. At the same time, they chose not to appoint a full-time management team and instead have attempted to manage the Company’s business “in their spare time.” This Miami, Florida based business cannot be run successfully on a part-time basis from the Dorr brothers’ home in Medellin, Colombia. This irresponsible approach has had a devastating impact on Coro Global’s business. Despite repeated requests by the former independent directors prior to their recent resignation, management failed to develop a comprehensive business plan or implement strategies to improve the Company’s operations, product development and marketing or take other necessary steps to acquire customers and generate revenue. Furthermore, management mishandled the Company’s public offering and uplisting to Nasdaq (as described in more detail below), leaving the Company with limited options for raising much needed operating and growth capital.
Failure to appoint a full-time Chief Marketing Officer has been a key factor in the Company’s inability to generate revenue. As part of their irresponsible strategy of running the Coro Global business on a part-time basis, the Dorr brothers chose not to appoint an experienced, full-time Chief Marketing Officer. This has proven to be a costly mistake. The current CMO Anna Milaeva has virtually no marketing experience. In addition, we believe that Ms. Milaeva devotes most of her time to the business of Dorr Asset Management, where she serves as Chief of Staff. The absence of an experienced, full-time CMO has had a major negative impact on the Company’s ability to expand its customer base and generate meaningful revenue.
David and Brian Dorr deliberately misled the independent directors about the Company’s affairs. The management team’s lack of commitment and leadership has rendered them utterly ineffective in solving the problems facing the Company. Despite repeated and explicit directives from the former independent directors, management has failed to take any steps to address the Company’s liquidity crisis, execute a capital raise and generate revenue. To make matters worse, when confronted by the former independent directors, the Dorr brothers repeatedly assured them that all necessary steps were being taken to achieve these objectives, even though they knew full well that no such work was in fact taking place. We believe that the Dorr brothers’ tactics of deliberately misleading the independent directors about management’s activities are also a serious breach of their fiduciary duties as directors and officers of the Company.
Management Has Failed to Raise Capital Necessary to Fund the Company’s Operations
Despite the critical importance of securing additional capital to fund the Company’s operations, the current management team has failed to devote sufficient time and attention to raising additional operating capital. During their tenures as independent directors, Messrs. Naser, Naupari and Hüppi repeatedly directed management to prioritize and focus their efforts on securing private investment for Coro Global and improving the Company’s almost non-existent investor relations efforts. Inexplicably, the management team failed to pursue any investor opportunities that were available to the Company, even though they repeatedly assured the independent directors that the Company was actively pursuing a capital raise. As a result, the Company has failed to secure any additional investment since January 2021. Because management has failed to maintain trust with investors and stockholders, stockholder confidence and market support have evaporated, causing the erosion of the Company’s stock price by more than 80% over a period of just a few months.
Furthermore, the current management team grossly mishandled the Company’s public offering and uplisting to Nasdaq. Although the Company filed with the SEC a registration statement for an underwritten public offering in January 2021, management chose not to go through with the offering, and the registration statement was ultimately withdrawn in May 2021. The former independent directors believe they were deliberately misled by management as to the reasons that the public offering and Nasdaq uplisting were abandoned.
The Current Directors and Management Have Demonstrated Blatant Disregard for Basic Principles of Corporate Governance
In addition to their continuing failure to take action to address the Company’s financial problems and improve operations, the current directors and management have also demonstrated their utmost disrespect for accountability, oversight and other fundamental principles of corporate governance.
Coro Global has not held a stockholders meeting since 1997. The Company’s current Board of Directors consists of its CEO, David Dorr, and its CFO, Brian Dorr. Neither of them has been elected to the Board by Coro Global stockholders. In fact, it appears that the Company has not held a meeting of stockholders since 1997.5 We believe that this is an appalling lack of corporate governance. At the special meeting, we intend to give our fellow stockholders an opportunity to elect directors for the first time in over twenty years.
The Dorr brothers’ actions prevented the former independent directors from bringing accountability and oversight to the Board, which prompted them to resign. When Messrs. Naser, Naupari and Hüppi were appointed as independent directors in June 2020, they believed that their primary mission was to bring accountability and oversight to the Board and management. However, when David and Brian Dorr joined the Board as directors and officers of the Company in January 2021, the independent directors quickly realized that the Dorr brothers had no intention of allowing them to play a meaningful role in the Company’s affairs. Instead, they chose to ignore the independent directors’ recommendations, repeatedly misled them about the Company’s activities and made it clear that the independent directors were expected to rubber-stamp management’s questionable decisions. Unwilling to cover for management’s continued negligence and dereliction of duty, the independent directors had no choice but to resign from the Board in August 2021.
Inadequate stockholder engagement has resulted in a deep crisis of investor confidence. The continued deterioration of the Company’s financial performance and the steep decline in its stock price have raised significant investor concerns. In these circumstances, it is critically important for the Company to maintain an open dialogue with its stockholders about its business and strategy. However, the current Board and management have failed to respond to investor inquiries or provide regular updates about their plans for financing the Company’s operations, growing its customer base or generating revenue. As a result, the Company is facing a deepening crisis of investor confidence and continuing loss of market support, which will likely make it difficult for the Company to raise capital going forward.
The Recent Massive Grant of Restricted Stock to the Current Directors and Management is a Brazen Act of Self-Dealing and Entrenchment
On September 10, 2021, the Company announced a grant of six million restricted shares, without cash consideration, to six members of the Company’s management and consultant team, including one million shares granted to each of David Dorr and Brian Dorr.6 This egregious grant of free equity – which represents nearly 25% of the Company’s outstanding common stock – is a brazen act of self-dealing and entrenchment by the current Board and management team, taken in breach of their fiduciary duties to Coro Global stockholders and in violation of the Company’s Bylaws.
This massive equity grant is a shameless attempt by the current directors and management to line their pockets while the Company remains in financial distress. In light of the Company’s declining financial performance, the current directors’ and management’s decision to grant themselves equity awards worth over $5.0 million (even at the current stock price) is mind boggling. However, the current market value of this outsized and undeserved stock grant pales in comparison to the massive dilution caused to the dozens of stockholders who purchased Coro Global stock at $5.00 per share. In these circumstances, this enormous grant of free equity is nothing short of a shameless attempt by the current Board and management team to line their pockets at the expense of other investors and stockholders, while at the same time seeking to give themselves control of the Company.
In violation of the Company’s Bylaws, the equity grant was approved by the managers, for the managers and without regard for standard procedures for approving management compensation. While the Company did not disclose any details relating to the Board’s approval of this equity grant, it appears that it was unilaterally approved by the Dorr brothers (who are the only directors currently serving on the Board) without any apparent independent director review and without engaging an outside compensation consultant, which are standard procedures for approving compensation decisions for public companies. It also appears that the grant was approved in violation of the Company’s Bylaws, which require a majority of the authorized number of directors (i.e., at least three directors out of five) to constitute a quorum for the transaction of business at any Board meeting. The Company’s stockholders believe that the Dorr brothers should be held accountable for this appalling and dishonest action.
It is time for meaningful changes at Coro Global. The continued value destruction, mismanagement, lack of leadership, self-dealing and efforts to entrench themselves by the current directors and management team can no longer be tolerated. At the special meeting, we plan to vote for the removal of the current directors and the election of five independent, highly qualified candidates committed to taking immediate action to improve the Company’s capitalization,
marketing, product development and business operations, promote fiscal discipline and steer the Company to profitability for the benefit of all stockholders.
Contact:
Lou Naser
(408) 236-7630
1 The Company reported negligible revenue of $1,756 for the six months ended June 30, 2021. See Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed by the Company with the SEC on August 23, 2021 (hereinafter, the “Form 10-Q”).
2 The Company reported approximately $1.7 million of operating expenses during the first six months of 2021. The Company also reported that it anticipates that it will require approximately $4.2 million in general, administrative and other expenses during the next 12 months. See Form 10-Q.
3 The Company reported a net loss of approximately $1.73 million for the six months ended June 30, 2021. See Form 10-Q.
4 See Form 10-Q.
5 Based on the Company’s SEC filings, it appears that the last annual meeting of stockholders was held on October 24, 1997 by Coro Global’s predecessor company.
6 See Current Report on Form 8-K filed by the Company with the SEC on September 10, 2021.
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