QUIS Quisitive Technology Solutions Inc

TORONTO, Oct. 17, 2023 /CNW/ - Quisitive Technology Solutions, Inc. ("Quisitive" or the "Company") (TSXV: QUIS) (Other OTCQX: QUISF) shareholders ("Shareholders"), including Shawn Skelton, Elmcore Group Inc. c/o Felix Danciu, Jason Hardy and Scott Hardy (the "Quisitive Shareholders for Accountability", "We", "Us" or "Our"), together with their joint actors, William Hui-Chung Chang, Gary Prioste and Vijay Jog, exercise control or direction, or beneficial ownership, over approximately 133.1 million Quisitive shares representing approximately 33% of Quisitive's shares¹ and today announced that they have received indications of support from the holders of over 40% of Quisitive's shares (inclusive of the shares held by the Quisitive Shareholders for Accountability and after giving effect to the issuance of the second earn-out shares in connection with Quisitive's acquisition of BankCard USA Merchant Services, Inc. ("BankCard USA")).

We wish to make clear that we are not supportive of the recently announced appointment of Nick Lim and Darcy Morris as director nominees of Fax Capital Corp. ("Fax") and Ewing Morris & Co. Investment Partners ("Ewing Morris"), respectively. Laurie Goldberg already serves as a director nominee of Fax having joined Quisitive's board of directors (the "Board") on June 28, 2021 and, with the appointment of Messrs. Lim and Morris, Fax now has two director nominees on the Board while Ewing Morris is now represented by one director nominee.

The Quisitive Shareholders for Accountability believe the appointment of a second director nominee for Fax, a longtime Shareholder that has overseen significant value destruction at Quisitive, and a director nominee for Ewing Morris, a new and relatively insignificant shareholder with a low cost base in its shares, are entirely inappropriate. These appointments represent an attempt by the Board to further entrench itself in the face of a considered and reasoned proposal by the Quisitive Shareholders for Accountability to immediately appoint William Hui-Chung Chang, Felix Danciu and Ungad Chadda to the Board, which the Board rejected. Our proposal for Board refreshment, was, in our view, balanced and in the best interests of Quisitive, as it would have provided the Board with critical perspectives on Quisitive's cloud services and payment processing businesses through the appointments of Messrs. Chang and Danciu, respectively.

Importantly, the appointments of Messrs. Chang and Danciu would ensure appropriate Shareholder representation and alignment at the Board while providing the Board with critical skillsets it currently lacks. Mr. Chadda was put forward as an independent director with impeccable capital markets and business-related credentials, which we believe Quisitive needs as it seeks to restore its credibility with the public market.

The appointments of Messrs. Lim and Morris are nothing more than a continuation of the status quo. Fax and Ewing Morris, individually and collectively, hold far fewer shares than the Quisitive Shareholders for Accountability and yet the Board has given them three directors nominees, inclusive of Fax's existing director nominee, while rejecting the Quisitive Shareholders for Accountability's proposal for three director nominees. Quisitive cannot be allowed to continue to operate this way; Quisitive is at a crossroads and needs new leadership at the Board with directors who have relevant industry and business experience, a deep understanding of Quisitive's business, and a willingness to hold management accountable and address the issues that Quisitive is facing to drive a turnaround in the business. We encourage the Board to listen to its Shareholders, accept that real change is needed, and do what is in the best interests of Quisitive and all of its Shareholders.

The Quisitive Shareholders for Accountability are further considering their options, including with respect to the previously announced requisition (the "Requisition") for a special meeting (the "Meeting") of Shareholders and remain committed to holding the Board accountable; however, we are concerned that the refusal of the Board to issue the earn-out shares under the BankCard USA stock purchase agreement is being done in an attempt to disenfranchise the Quisitive Shareholders for Accountability.

The Quisitive Shareholders for Accountability are successful entrepreneurs who have first-hand knowledge of the commercial affairs related to Quisitive and share an extensive professional history in operations.

Shawn Skelton, Jason Hardy and Scott Hardy were the sole shareholders of BankCard USA, which was sold to Quisitive in May 2021. Felix Danciu of Elmcore Securities LLC was the exclusive investment banking advisor in this transaction and has extensive industry, capital markets and transactional experience. Messrs. Skelton, J. Hardy, and S. Hardy remain employed at BankCard USA as President, Vice President and Vice President, respectively; all three intend to continue leading the day-to-day operations of the payments division and are prepared to support our Board nominees in leading a turnaround.

William Hui-Chung Chang and Gary Prioste were the co-founders of Menlo Technologies, Inc. ("Menlo Technologies"), which was sold to Quisitive in January 2020. Prior to his retirement in May 2022, Gary Prioste was the President of Quisitive's cloud services division (directly overseeing global operations), and continued to serve as a consultant until May 2023; as a result of this intimate knowledge of the Company's cloud services division, Mr. Prioste will be instrumental in providing ongoing support to our Board nominees.

Vijay Jog was the founder of Corporate Renaissance Group Inc. ("CRG"), which was sold to Quisitive in June 2019. Vijay Jog was previously a director of Quisitive until June 1, 2021 and had operational control of CRG until December 31, 2021. He also served as President Global Business Applications at Quisitive, and continues to assist in the growth of CRG while spearheading delivery with some of CRG's key customers.

As a group, we simply share the same alignment as the founding entrepreneurs of BankCard USA, Menlo Technologies, and CRG and we are committed to working together to help Quisitive achieve the potential that was promised to us by the Board. Unfortunately, we no longer have any faith in the current Board.

Each of our director nominees are highly qualified and accomplished, and bring vast business experience, operating expertise, and an entrepreneurial mindset to the Board. Our nominees share a common and very achievable goal: to create a much-needed culture of operational excellence, integrity and accountability at Quisitive, which is essential if Quisitive is to reach its full potential. With the right leadership on the Board and a commitment to acting in the interests of Shareholders, we believe Quisitive can be turned around. Our nominees, if appointed or elected, will help lead a turnaround and work to address the operational and other issues that have led to a significant deterioration in Quisitive's share price despite the strong performance of BankCard USA, as shown below since the closing date of the purchase of BankCard USA by the Company:

This Board bears the responsibility for the deterioration in Quisitive's share price and the issues facing the Company. There is no reason to think that this Board, even with its new additions, is now capable of leading a turnaround having overseen the decline in Quisitive's business. We urge the Board to refrain from taking any actions at this time under the guise of the strategic review and to heed the views of Shareholders before making any key decisions on the future of Quisitive. 

The case for change at Quisitive is overwhelming and urgent; however, we believe that meaningful improvement is possible under new leadership and our nominees are prepared to work collaboratively with management toward meaningful improvement. Our goal is to drive a renewed focus on operational excellence, deliver results, and restore the confidence that has been lost in the market as evidenced through Quisitive's share price deterioration.

The Quisitive Shareholders for Accountability have extensive operational experience with Quisitive's businesses and are highly motivated to drive Shareholder value through their significant ownership interest in the Company. The Quisitive Shareholders for Accountability are highly confident that their proposal will be the least disruptive option for the Company at this time, given that many customers and employees have long-standing professional relationships with each of us. Our goal is the restoration of confidence amongst our customers and employees, and to ultimately drive value for all Shareholders. Furthermore, as we consider the cash burn and ongoing delays of PayIQ, we believe there is value in the PayIQ software and we intend to lend industry knowhow and a strategic and balanced approach to meeting the technological deliverables and integrations of the software with third-parties. We intend to focus on "need" not "want", and launch a product in order to begin generating revenue while developing additional features in due course.

Quisitive has been one of the worst performers in its industry, racking up losses and failing to drive growth and create shareholder value. The results have been devastating for Quisitive and its Shareholders on both an absolute and relative basis:

• Returns: Since May 7, 2021 (when the Company completed the purchase of BankCard USA), the price per share declined from CAD $1.89 to CAD $0.34 as of the trading closing date of October 13, 2023, which is a negative loss of 82.0%.
  
  
• Valuation: Based on issued and outstanding shares as of June 30, 2021 of 321,901,260 and issued and outstanding shares as of June 30, 2023 of 399,891,064, the market capitalization of the Company declined from CAD $608.4 million as of the price per share on the date of the Company's purchase of BankCard USA on May 7, 2021 to CAD $136.0 million as of the trading closing price as of October 13, 2023. This represents a market capitalization loss of CAD $472.4 million.
  
  
• Perception: As a result of Quisitive's deteriorating operating and financial performance and a loss of investor confidence in the Board and management, Quisitive's shares are trading at a near record low. The market has clearly lost confidence in the Company at a critical time.

Rather than making the necessary operational changes or executing on a results oriented turnaround plan, we are concerned that Quisitive will continue to burn cash at an unsustainable rate and the Board will again attempt to raise dilutive equity capital while Quisitive's stock price is depressed or seek additional debt financing at a time when interest rates continue to rise.

Without immediate intervention, the situation at Quisitive will further deteriorate. The recent announcement of a strategic review in response to our engagement with the Board demonstrates to the public that the Board has no turnaround plan. This is a very serious concern for us and other Shareholders – who fear that the Board and management will crystalize years of value destruction by selling assets on the cheap due to their inability to fix the operating issues at the Company. 

As entrepreneurs who were responsible for building and growing BankCard USA, Menlo Technologies, and CRG, we uniquely understand Quisitive's core businesses and believe that we can provide much needed operational expertise and leadership. We are also confident that with the right leadership at the Board, we can work to address the Company's liquidity and financing needs through a non-dilutive re-financing to better position Quisitive for growth.

The Quisitive Shareholders for Accountability believe it is important that all Shareholders know that in accordance with the terms of the BankCard USA Merchant Services Inc. stock purchase agreement, Quisitive has an undisputed contractual obligation to make a significant cash payment and issue shares to the Quisitive Shareholders for Accountability in satisfaction of the second earn-out payment. BankCard USA exceeded the earnout targets under the stock purchase agreement and the Company acknowledged months ago that the second earn-out was due and payable; however, Quisitive has not complied with its obligations thereunder. If the Company is unable to meet its contractual obligations as they become due for liquidity or other reasons, we believe the Board has an obligation to be transparent and update Shareholders in accordance with Quisitive's obligations under applicable securities laws.

If the Company does not immediately make payment of the outstanding earn-out amount and issue the earn-out shares, together with the interest accruing thereon, the Quisitive Shareholders for Accountability intend to commence litigation in Delaware against the Company to enforce their rights under the BankCard USA stock purchase agreement.

Moreover, and in the interest of transparency with all Shareholders, we have included below additional information regarding our previously proposed slate of director nominees that were rejected by the Board.

The Company needs Board members with relevant operational experience and a deep understanding of the Company's business in order to address the issues facing Quisitive. Quisitive urgently needs to right-size the spend associated with PayIQ and we are prepared to work collaboratively with the management team in that regard.

The collective investment by the Quisitive Shareholders for Accountability in Quisitive is underpinned by our conviction that, with the right leadership at the Board, the Company can restore its prior successes. We believe the Company's assets are dramatically undervalued. With the right Board members in place, we are confident we can execute on a turnaround plan, and with a renewed focus on operational excellence and prudent capital management, we believe Quisitive's share price will recover and the Company can return to growth.

The Board does not have the credibility to manage a strategic review following the deterioration of Quisitive's business on their watch. The Quisitive Shareholders for Accountability believe Board refreshment is needed, with directors who bring extensive knowledge of Quisitive's business to the Board and a willingness to hold management accountable while leading a turnaround plan. Importantly, our director nominees would bring a renewed focus on what is in the best interests of Shareholders to the Board.

The biographies of our director nominees follow below:

William Hui-Chung Chang

William Hui-Chung Chang serves as the Co-Trustee of the Chang Family Trusts, which is the Family Office of the Chang Family. He serves as the Chairman of Westlake Realty Group and Westlake International Group, which are the operating entities of the Chang Family. He has invested in many technology companies, both in information technologies and life sciences. He was the founder of several IT consulting companies with Gary Prioste: Spinaway Technologies (fintech business backed by Franklin Resources, Inc. NYSE:BEN); Localize Technologies (sold to WeLocalize); and Menlo Technologies (sold to Quisitive). In addition, he was the seed investor and serves on the boards of Semler Scientific, Inc. (NASDAQ: SMLR) and Ensysce Biosciences, Inc. (NASDAQ: ENSC).

Mr. Hui-Chung Chang has a Bachelor of Economics from Harvard University. He is a Principal Partner of the San Francisco Giants and Tokyo Machida Football Club. He was also formerly the owner of DC United of Major League Soccer, and the former Chairman of U.S.A. Rugby Football Union (national governing body for the sport of rugby). In addition, he served on the board of The Asia Foundation. He also served in the Feinstein Administration, as Commissioner of the Port of San Francisco and Social Services Commission.

Ungad Chadda

Ungad Chadda is an experienced capital markets regulator and financial services executive having previously worked at TMX Group, parent company of Toronto Stock Exchange. Mr. Chadda was responsible for building and maintaining the TMX Group investor base as well as supporting its public interest mandate and strategies to grow as a company. Mr. Chadda joined TMX Group through one of its predecessor entities in 1997. During his tenure, Mr. Chadda held progressively senior roles, including Director of Listings, TSX Venture Exchange; Chief Operating Officer, TSX Venture Exchange; Vice President, Business Development, Toronto Stock Exchange and TSX Venture Exchange; President, Toronto Stock Exchange; CFO of TSX Trust (formerly Equity Transfer and Trust) an OSFI regulated entity; and SVP, Head of Enterprise Corporate Strategy and External Affairs, TMX Group. Ungad currently advises clients on capital markets, regulatory and governance strategies.

Mr. Chadda attended McMaster University, where he received an Honours Bachelor of Commerce in 1994 and he received his Chartered Accountancy designation while working with Ernst and Young LLP in 1996. Mr. Chadda has served on multiple boards, and has completed University of Toronto's Rotman Business School Director Education Program.

Felix Danciu

Felix Danciu is the CEO of Elmcore Group Inc. and its wholly-owned investment bank, Elmcore Securities LLC (Member FINRA/SPIC). Elmcore Securities represented BankCard USA in the sale to Quisitive on May 7, 2021 for USD $180 million, including earn-out. Since November 2018, Elmcore was BankCard USA's outside business advisor and bookkeeper, preparing BankCard USA for its first financial audit and eventual sale. Elmcore continued its accounting support post-transaction under Quisitive until August 2022. With intimate background of the financial and commercial operations of BankCard USA, Mr. Danciu has developed extensive experience in the payment processing industry and earned the full support of Messrs. Skelton, J. Hardy and S. Hardy. Mr. Danciu's background spans more than 20 years in consumer goods, software, gaming, healthcare, telecom, media, real estate, and mining. Mr. Danciu is currently on the board of a marketing and advertising firm and renewable energy developer and is actively involved in M&A as a principal and advisor. Mr. Danciu has a Bachelor of Arts from Cornell University with degrees in Economics and Government.

The Quisitive Shareholders for Accountability's nominees are William Hui-Chung Chang, Ungad Chadda and Felix Danciu. The table below sets out, in respect of each nominee, his name, province or state and country of residence, his principal occupation, business or employment within the five preceding years, and the number of shares beneficially owned, or controlled or directed, directly or indirectly, by him.

Based on information provided by each respective nominee, each of the nominees other than Mr. Danciu is independent of the Company.

Based on information provided by each respective nominee, none of the nominees: (a) is, as at the date of this release, or has been within the previous 10 years, a director, chief executive officer or chief financial officer of any company that (i) was the subject of a cease trade order or an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days (an "order") while such nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after such nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such nominee was acting in the capacity as director, chief executive officer or chief financial officer; (b) is, as at the date of this release, or has been within the previous 10 years, a director or executive officer of any company that, while such nominee was acting in that capacity, or within a year of the nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) has, within the previous 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such nominee.

Based on information provided by each respective nominee, none of the nominees has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a nominee.

Based on information provided by each respective nominee, none of the nominees or their respective associates or affiliates has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries, other than as disclosed herein, including with respect to the second earnout outstanding under the BankCard stock purchase agreement; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than as disclosed herein, including with respect to the potential removal of certain incumbent directors and the election of directors to fill the vacancies created by such removals.

None of the Quisitive Shareholders for Accountability, or, to their knowledge, any of their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries, other than as described herein, including with respect to the second earnout outstanding under the BankCard stock purchase agreement; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than as described herein, including with respect to the potential removal of certain incumbent directors and the election of directors to fill the vacancies created by such removals.

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws.

Although the Quisitive Shareholders for Accountability may requisition a meeting of Shareholders, such a requisition has not yet been submitted, there is currently no record or meeting date and Shareholders are not being asked at this time to execute a proxy in favour of the Quisitive Shareholders for Accountability's nominees or any other resolutions that may be set forth in the requisition. Notwithstanding the foregoing, the Quisitive Shareholders for Accountability are voluntarily providing the disclosure required under sections 9.2(4) and 9.2(6) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with corporate and securities laws applicable to public broadcast solicitations.

This press release and any solicitation made by the Quisitive Shareholders for Accountability in advance of the Meeting is, or will be, as applicable, made by the Quisitive Shareholders for Accountability and not by or on behalf of the management of Quisitive. In connection with the Meeting, the Quisitive Shareholders for Accountability may file an information circular in due course in compliance with applicable corporate and securities laws.

As noted above, the Quisitive Shareholders for Accountability are not soliciting proxies in connection with the Meeting at this time, and Shareholders are not being asked at this time to execute proxies in favour of the Quisitive Shareholders for Accountability's nominees (in respect of the Meeting) or any other resolution that may be set forth in the requisition. Proxies may be solicited by the Quisitive Shareholders for Accountability pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of the Quisitive Shareholders for Accountability, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of the Quisitive Shareholders for Accountability, who will not be specifically remunerated therefor. The Quisitive Shareholders for Accountability may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. The Quisitive Shareholders for Accountability may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Quisitive Shareholders for Accountability.

All costs incurred for any solicitation will be borne by the Quisitive Shareholders for Accountability, provided that, subject to applicable law, the Quisitive Shareholders for Accountability may seek reimbursement from Quisitive for their out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.

The Quisitive Shareholders for Accountability are not requesting that Shareholders submit a proxy at this time. Once the Quisitive Shareholders for Accountability have commenced a formal solicitation of proxies in connection with the Meeting, a registered shareholder of Quisitive that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date than the proxy being revoked and returning the newly completed and signed proxy in accordance with the instructions contained in the form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Quisitive at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used, or (ii) with the chairman of the Meeting on the day of the Meeting; or (c) in any other manner permitted by law. A non-registered holder of common shares of Quisitive will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.

Quisitive's registered office address is Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, BC, V6C 3E8. A copy of this press release may be obtained on Quisitive's SEDAR+ profile at www.sedarplus.ca.

The information contained or referenced herein is for information purposes only in order to provide the views of the Quisitive Shareholders for Accountability and the matters which the Quisitive Shareholders for Accountability believe to be of concern to Shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of the Quisitive Shareholders for Accountability, whose opinions may change at any time and which are based on analyses of the Quisitive Shareholders for Accountability and their respective advisors.

This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. Forward-looking information in this press release may include, but is not limited to, statements of the Quisitive Shareholders for Accountability regarding (i) their intention to commence litigation against the Company; (ii) the Meeting, including with respect to Requisition and the Quisitive Shareholders for Accountability's intentions in that regard, (iii) how the Quisitive Shareholders for Accountability intend to vote on the resolutions to be proposed by the Requisition, (iv) changes to the Company's Board composition, including the proposed replacement of directors, (v) the nominees for election or appointment as directors of Quisitive, and (vi) matters relating to Quisitive, including its business, operations and financial condition, including future performance and matters relating to Quisitive's share price. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward–looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of the Quisitive Shareholders for Accountability and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Quisitive Shareholders for Accountability undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation. 

SOURCE Quisitive Technology Solutions, Inc.