VLTC / Voltari Corporation - Документы SEC, Годовой отчет, Доверенное заявление

Корпорация Вольтари
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ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1568319
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Voltari Corporation
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
September 25, 2019 15-12G

VLTC / Voltari Corporation 15-12G - - FORM 15-12G

Form 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55419 Voltari Corporation (Exact name of registrant as spec

September 25, 2019 EX-3.1

Second Amended and Restated Certificate of Incorporation of Voltari Corporation.

EX-3.1 2 d809254dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLTARI CORPORATION FIRST. The name of the corporation (hereinafter called the “Corporation”) is Voltari Corporation. SECOND. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Cast

September 25, 2019 EX-3.2

Second Amended and Restated Bylaws of Voltari Corporation.

EX-3.2 3 d809254dex32.htm EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF VOLTARI CORPORATION (the “Corporation”) ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designa

September 25, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

8-K 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): September 24, 2019 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or other jurisdiction of incorporation) (Commission File Number) (I.

September 25, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 10) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC Carl C. Icahn (Names of Persons Filing Statement) Common Stock,

September 25, 2019 SC 13D/A

VLTC / Voltari Corporation / ICAHN CARL C - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Voltari Corporation (formerly Motricity, Inc.) (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 92870X309 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (

September 12, 2019 DEFA14A

VLTC / Voltari Corporation DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

September 12, 2019 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 12, 2019 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction Of Incorporation) (Commiss

September 12, 2019 EX-99.1

VOLTARI CORPORATION ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF COMMON STOCKHOLDERS

EX-99.1 2 d62978dex991.htm EX-99.1 Exhibit 99.1 VOLTARI CORPORATION ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF COMMON STOCKHOLDERS NEW YORK, NY / ACCESSWIRE / SEPTEMBER 12, 2019 — Voltari Corporation (OTCQB: VLTC ) (the “Company” or “Voltari”) convened and then, following the affirmative vote of a majority of shares of common stock cast at the special meeting of common stockholders held to approv

September 12, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 9) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC Carl C. Icahn (Names of Persons Filing Statement) Common Stock,

August 29, 2019 DEFA14A

VLTC / Voltari Corporation DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

August 29, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 8) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC Carl C. Icahn (Names of Persons Filing Statement) Common Stock,

August 27, 2019 DEFA14A

VLTC / Voltari Corporation DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

August 27, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 7) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC Carl C. Icahn (Names of Persons Filing Statement) Common Stock,

August 20, 2019 DEFA14A

VLTC / Voltari Corporation DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

August 20, 2019 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 20, 2019 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction Of Incorporation) (Commission

August 20, 2019 EX-99.1

VOLTARI CORPORATION ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF COMMON STOCKHOLDERS

EX-99.1 Exhibit 99.1 VOLTARI CORPORATION ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF COMMON STOCKHOLDERS NEW YORK, NY / ACCESSWIRE / AUGUST 20, 2019 — Voltari Corporation (OTCQB: VLTC ) (the “Company” or “Voltari”) convened and then, following the affirmative vote of a majority of shares of common stock cast at the special meeting of common stockholders held to approve the adoption of the merger a

August 20, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 6) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC Carl C. Icahn (Names of Persons Filing Statement) Common Stock,

August 12, 2019 DEFA14A

VLTC / Voltari Corporation DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

August 12, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 5) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC Carl C. Icahn (Names of Persons Filing Statement) Common Stock,

August 8, 2019 10-Q

VLTC / Voltari Corporation 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55419 Voltari Corporation (

August 5, 2019 DEFA14A

VLTC / Voltari Corporation DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

August 5, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 4) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC Carl C. Icahn (Names of Persons Filing Statement) Common Stock,

July 10, 2019 DEFM14A

VLTC / Voltari Corporation DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 10, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 3) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC High River Limited Partnership Hopper Investments LLC Barberry C

June 3, 2019 PRER14A

VLTC / Voltari Corporation PRER14A - - PRER14A

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 3, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 2) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC High River Limited Partnership Hopper Investments LLC Barberry C

June 3, 2019 CORRESP

VLTC / Voltari Corporation CORRESP - -

CORRESP Via EDGAR Christina Chalk Senior Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-3628 June 3, 2019 Re: Voltari Corp.

May 23, 2019 PRER14A

VLTC / Voltari Corporation PRER14A - - PRER14A

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 23, 2019 CORRESP

VLTC / Voltari Corporation CORRESP - -

CORRESP Via EDGAR Christina Chalk Senior Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-3628 Re: Voltari Corp.

May 23, 2019 SC 13E3/A

VLTC / Voltari Corporation / Voltari Corp - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) (Amendment No. 1) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC High River Limited Partnership Hopper Investments LLC Barberry C

May 15, 2019 10-Q

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55419 Voltari C

May 3, 2019 PREM14A

VLTC / Voltari Corporation PREM14A PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 3, 2019 EX-99.(C)(2)

VOLTARI CORPORATION

EX-(c)(2) EXHIBIT (c)(2) VOLTARI CORPORATION Presentation to the Special Committee of the Board of Directors March 22, 2019 A&M ALVAREZ & MARSAL ALVAREZ & MARSAL VALUATION SERVICES, LLC Disclaimer • The following pages contain material that is being provided by Alvarez & Marsal Valuation Services, LLC (“A&M” or “Alvarez & Marsal”) in its capacity as financial advisor to the Special Committee of the Board of Directors (the “Special Committee”) of Voltari Corporation (“Voltari” or the “Company”).

May 3, 2019 SC 13E3

VLTC / Voltari Corporation / Voltari Corp - SC 13E3

SC 13E3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Voltari Corporation (Name of the Issuer) Voltari Corporation Starfire Holding Corporation Voltari Merger Sub LLC High River Limited Partnership Hopper Investments LLC Barberry Corporation Koala Hol

April 29, 2019 10-K/A

Form 10-K/A

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

March 25, 2019 EX-2.1

Agreement and Plan of Merger, dated as of March 22, 2019, by and among Voltari Corporation, Starfire Holding Corporation and Voltari Merger Sub LLC

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among VOLTARI CORPORATION, STARFIRE HOLDING CORPORATION and VOLTARI MERGER SUB LLC DATED AS OF MARCH 22, 2019 TABLE OF CONTENTS ARTICLE I Definitions 2 1.1 Certain Defined Terms 2 1.2 Construction; Absence of Presumption 8 ARTICLE II The Merger 9 2.1 The Merger 9 2.2 Closing of the Merger 9 2.3 Effective Time 9 2.4 Company Meeting;

March 25, 2019 EX-99.1

2

EX-99.1 Exhibit 99.1 Voltari Corporation Enters Into Definitive Merger Agreement to be Acquired by Affiliate of Carl C. Icahn for $0.86 per Share in Cash NEW YORK, NY/ ACCESSWIRE / MARCH 25, 2019 / Voltari Corporation (OTCQB: VLTC) (the “Company” or “Voltari”) today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Starfire Holding Corporation (“Starf

March 25, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 22, 2019 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction Of Incorporation) (Commission

March 25, 2019 EX-2.1

Agreement and Plan of Merger, dated as of March 22, 2019, by and among Voltari Corporation, Starfire Holding Corporation and Voltari Merger Sub LLC

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among VOLTARI CORPORATION, STARFIRE HOLDING CORPORATION and VOLTARI MERGER SUB LLC DATED AS OF MARCH 22, 2019 TABLE OF CONTENTS ARTICLE I Definitions 2 1.1 Certain Defined Terms 2 1.2 Construction; Absence of Presumption 8 ARTICLE II The Merger 9 2.1 The Merger 9 2.2 Closing of the Merger 9 2.3 Effective Time 9 2.4 Company Meeting;

March 25, 2019 DEFA14A

VLTC / Voltari Corporation 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 22, 2019 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction Of Incorporation) (Commission

March 25, 2019 EX-99.1

Press Release of Voltari Corporation, dated as of March 25, 2019

EX-99.1 3 d708850dex991.htm EX-99.1 Exhibit 99.1 Voltari Corporation Enters Into Definitive Merger Agreement to be Acquired by Affiliate of Carl C. Icahn for $0.86 per Share in Cash NEW YORK, NY/ ACCESSWIRE / MARCH 25, 2019 / Voltari Corporation (OTCQB: VLTC) (the “Company” or “Voltari”) today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Starfire

March 25, 2019 SC 13D/A

VLTC / Voltari Corporation / ICAHN CARL C - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Voltari Corporation (formerly Motricity, Inc.) (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 92870X309 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (

March 8, 2019 EX-21.1

Subsidiaries of Voltari Corporation

Exhibit 21.1 Subsidiaries of Voltari Corporation Name of Subsidiary and Name Under Which It Does Business Jurisdiction of Incorporation Voltari Operating Corp. (f/k/a Motricity,Inc.) Delaware Voltari Real Estate Holding LLC Delaware

March 8, 2019 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55419 Voltari Corpor

March 5, 2019 SC 13D/A

VLTC / Voltari Corporation / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Voltari Corporation (formerly Motricity, Inc.) (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 92870X309 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-

February 25, 2019 SC 13D/A

VLTC / Voltari Corporation / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Voltari Corporation (formerly Motricity, Inc.) (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 92870X309 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-

February 19, 2019 SC 13D/A

VLTC / Voltari Corporation / ICAHN CARL C Activist Investment

SC 13D/A 1 vltcsch13damd5021919.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Voltari Corporation (formerly Motricity, Inc.) (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 92870X309 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor

January 10, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 vltc8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 10, 2019 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction Of Inc

January 10, 2019 EX-99.1

VOLTARI CORPORATION ANNOUNCES FORMATION OF SPECIAL COMMITTEE

Exhibit 99.1 VOLTARI CORPORATION ANNOUNCES FORMATION OF SPECIAL COMMITTEE New York, NY, January 10, 2019 – Voltari Corporation (OTCQB: VLTC) announced that its Board of Directors has formed a special committee of independent directors to consider an offer by High River Limited Partnership, which together with its affiliates beneficially owns approximately 52.69% of the outstanding shares of common

December 7, 2018 EX-1

HIGH RIVER LIMITED PARTNERSHIP December 7, 2018

EX-1 2 vltcsch13damd412718ex1.htm EXHIBIT 1 HIGH RIVER LIMITED PARTNERSHIP December 7, 2018 Board of Directors Voltari Corporation 767 Fifth Avenue New York, New York 10153 Ladies & Gentlemen: As you know, High River Limited Partnership and its affiliates (“us” or “we”) collectively beneficially own 4,739,620 shares of common stock, $0.001 par value (“Common Stock”), of Voltari Corporation (“Volta

December 7, 2018 SC 13D/A

VLTC / Voltari Corporation / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Voltari Corporation (formerly Motricity, Inc.) (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 92870X309 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-

November 2, 2018 10-Q

VLTC / Voltari Corporation QUARTERLY REPORT (Quarterly Report)

10-Q 1 vltc10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fil

August 13, 2018 10-Q

VLTC / Voltari Corporation QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55419 Voltari Corporation (

June 14, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 vltc8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 14, 2018 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of

May 14, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 vltc10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu

April 24, 2018 DEFA14A

VLTC / Voltari Corporation DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)

April 24, 2018 DEF 14A

Definitive Proxy Statement

DEF 14A 1 vltcdef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Stateme

April 23, 2018 EX-10.1

TRIPLE NET LEASE

EXHIBIT 10.1 TRIPLE NET LEASE THIS TRIPLE NET LEASE AGREEMENT (this “Lease”), made and entered into as of the 23rd day of April, 2018, by and between VOLTARI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“Landlord”), and THE McCLATCHY COMPANY, a Delaware corporation (“Tenant”). A. Landlord is the owner of certain improved real property (the “Premises”) located at 1401 Shop Road, i

April 23, 2018 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 23, 2018 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorporation or Organization)

April 9, 2018 8-K

Entry into a Material Definitive Agreement

8-K 1 vltc8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 6, 2018 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of

April 9, 2018 EX-10.1

THIRD AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT

EX-10.1 2 vltcex101.htm THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT Exhibit 10.1 THIRD AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT This Third Amendment to Real Property Purchase and Sale Agreement (the “Third Amendment”) is made and entered into as of the 6th day of April, 2018, by and between The State Media Company, a South Carolina corporation (“Seller”), and Voltari Real Estate H

April 4, 2018 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 29, 2018 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction ofIncorporation or Organization) (

April 4, 2018 EX-10.1

SECOND AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT

EX-10.1 2 vltcex101.htm AMENDMENT TO PURCHASE AND SALE AGREEMENT Exhibit 10.1 SECOND AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT This Second Amendment to Real Property Purchase and Sale Agreement (the “Second Amendment”) is made and entered into as of the 29th day of March, 2018, by and between The State Media Company, a South Carolina corporation (“Seller”), and Voltari Real Estate Hol

March 23, 2018 EX-21.1

Subsidiaries of Voltari Corporation

Exhibit 21.1 Subsidiaries of Voltari Corporation Name of Subsidiary and Name Under Which It Does Business Jurisdiction of Incorporation Voltari Operating Corp. (f/k/a Motricity, Inc.) Delaware Voltari Real Estate Holding LLC Delaware

March 23, 2018 10-K

VLTC / Voltari Corporation ANNUAL REPORT (Annual Report)

10-K 1 vltc10k.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

March 19, 2018 15-12G

VLTC / Voltari Corporation 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-55419 VOLTARI CORPORATION (Exact name of registrant as specified in its

March 19, 2018 S-8 POS

VLTC / Voltari Corporation S-8 POS

S-8 POS 1 vltcs8pos.htm S-8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 2018 Registration No. 333-203565 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 90-0933943 (Sta

March 19, 2018 POS AM

VLTC / Voltari Corporation POS AM

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 2018 Registration No.

March 2, 2018 EX-10.1

First Amendment to Purchase and Sale Agreement, dated as of February 26, 2018, by and between The State Media Company and Voltari Real Estate Holding LLC.

EX-10.1 2 vltcex10-1.htm FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT, DATED AS OF FEBRUARY 26, 2018, BY AND BETWEEN THE STATE MEDIA COMPANY AND VOLTARI REAL ESTATE HOLDING LLC. Exhibit 10.1 FIRST AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT This First Amendment to Real Property Purchase and Sale Agreement (the “First Amendment”) is made and entered into as of the 26th day of February,

March 2, 2018 8-K

Entry into a Material Definitive Agreement

8-K 1 vltc8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 26, 2018 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction

January 23, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 19, 2018 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorporation or Or

January 23, 2018 EX-10.1

REAL PROPERTY PURCHASE AND SALE AGREEMENT

EX-10.1 2 vltcex101.htm MATERIAL CONTRACTS Exhibit 10.1 REAL PROPERTY PURCHASE AND SALE AGREEMENT THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of January 19, 2018 (the “Effective Date”), is made by and between The State Media Company, a South Carolina corporation (“Seller”), and Voltari Real Estate Holding LLC, a Delaware limited liability company (“Buyer”), with refe

December 18, 2017 SC 13D/A

VLTC / Voltari Corporation / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Voltari Corporation (formerly Motricity, Inc.) (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 92870X309 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-

November 9, 2017 10-Q

VLTC / Voltari Corporation QUARTERLY REPORT (Quarterly Report)

10-Q 1 vltc10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fil

August 10, 2017 10-Q

VLTC / Voltari Corporation QUARTERLY REPORT (Quarterly Report)

10-Q 1 vltc10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

June 20, 2017 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 vltc8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 20, 2017 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of

May 18, 2017 EX-10.1

Via E-Mail

EX-10.1 2 vltcex101.htm OFFER LETTER EXHIBIT 10.1 Via E-Mail May 12, 2017 Mr. Peter A Kaouris 21525 27th avenue Bayside, NY 11360 Dear Peter: We are pleased to offer you the position of Chief Accounting Officer with Voltari Corporation (the “Company”) at a semi-monthly salary of $6,770.84 (annualized at $162,500 for a full 365-day year). Your employment is expected to begin on or around May 22, 20

May 18, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 vltc8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 18, 2017 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of I

May 15, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 vltc10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu

April 28, 2017 DEFA14A

Voltari DEFINITIVE ADDITIONAL MATERIALS

Unassociated Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 28, 2017 DEF 14A

Voltari PROXY STATEMENT

Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commissi

April 24, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 vltc8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 21, 2017 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of

March 31, 2017 EX-10.17

THIS REVOLVING NOTE AMENDS AND RESTATES THAT CERTAIN REVOLVING NOTE DATED AUGUST 7, 2015 REVOLVING NOTE New York, New York 30,000,00.00 March 29, 2017

Exhibit 10.17 EXECUTION VERSION THIS REVOLVING NOTE AMENDS AND RESTATES THAT CERTAIN REVOLVING NOTE DATED AUGUST 7, 2015 REVOLVING NOTE New York, New York 30,000,00.00 March 29, 2017 FOR VALUE RECEIVED, Voltari Corporation (together with its successors and assigns, the ?Borrower?), HEREBY UNCONDITIONALLY PROMISES TO PAY to, or to the order of, Koala Holding LP (together with its successors and ass

March 31, 2017 EX-21.1

Subsidiaries of Voltari Corporation

EX-21.1 3 vltc10-kexhibit211.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Voltari Corporation Name of Subsidiary and Name Under Which It Does Business Jurisdiction of Incorporation Voltari Operating Corp. (f/k/a Motricity, Inc.) Delaware Voltari Real Estate Holding LLC Delaware

March 31, 2017 10-K

Voltari Corporation Notes to Consolidated Financial Statements

Table of Contents Voltari Corporation Notes to Consolidated Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 16, 2016 8-A12G

Voltari 8-A12G

Document okay UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 90-0933943 (State of incorporation or organization) (I.R.S. Employer Identification No.) 767 Fifth

December 16, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 vltc-form8xknasdaqdelistin.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 14, 2016 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jur

November 14, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5541

November 4, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 31, 2016 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorporation or Org

September 22, 2016 8-K

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 20, 2016 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 001-34781 90-0933943 (State or Other Jurisdiction of Incorporation or O

August 17, 2016 DEF 14A

Voltari DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 11, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 o TRANSITION REPORT PURSUANT TO S

10-Q 1 vltc2016063010q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

August 2, 2016 EX-10.1

VOLTARI CORPORATION

EX-10.1 Exhibit 10.1 VOLTARI CORPORATION July 29, 2016 Mr. Aaron Epstein 77 W 15th Street Apt 2N New York, NY 10011 This agreement sets forth the terms and conditions regarding your separation from employment from Voltari Corporation (the ?Company?) effective July 29, 2016 (the ?Separation Date?). The terms and conditions set forth in paragraphs 1, 2, and the first sentence of paragraph 5 below wi

August 2, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d217445d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 29, 2016 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorpo

July 28, 2016 EX-99.1

FLANDERS PROPERTY INDEX TO FINANCIAL STATEMENTS Page Report of Independent Certified Public Accountants F-2 Statement of Revenues and Certain Expenses for the three months ended March 31, 2016 (unaudited) and the year ended December 31, 2015 (audited

EX-99.1 3 d223381dex991.htm EX-99.1 Exhibit 99.1 FLANDERS PROPERTY INDEX TO FINANCIAL STATEMENTS Page Report of Independent Certified Public Accountants F-2 Statement of Revenues and Certain Expenses for the three months ended March 31, 2016 (unaudited) and the year ended December 31, 2015 (audited) F-3 Notes to Statement of Revenues and Certain Expenses F-4 F-1 Report of Independent Certified Pub

July 28, 2016 EX-99.2

Voltari Corporation UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

EX-99.2 4 d223381dex992.htm EX-99.2 Exhibit 99.2 Voltari Corporation UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Explanatory Note On May 18, 2016, Voltari Corporation (the “Company”), through its wholly owned subsidiary Voltari Real Estate Holdings LLC (“Voltari Holdings”), completed its acquisition of a real estate parcel located in Flanders, New York (the “Flanders Property”) for an aggreg

July 28, 2016 8-K/A

Financial Statements and Exhibits

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2016 Voltari Corporation (Exact Name of Registrant as Specified in Charter) Delaware 000-55419 90-0933943 (State or other jurisdiction of incor

June 20, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 14, 2016 Voltari Corporation (Exact Name of Registrant as Specified in Charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organizat

May 24, 2016 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 18, 2016 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organi

May 13, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 o TRANSITION REPORT PURSUANT TO

10-Q 1 vltc2016033110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

May 5, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d194157d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 30, 2016 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of I

May 5, 2016 EX-10.1

Via E-Mail

EX-10.1 Exhibit 10.1 Via E-Mail April 29, 2016 Ms. Andreea Paraschivoiu 80 Riverside Blvd. Apt. 10K New York, NY 10069 Dear Andreea: We are pleased to offer you the position of Chief Financial Officer with Voltari Corporation (the “Company”) at a semi-monthly salary of $8,333.34 (annualized at $200,000 for a full 365-day year). Your employment is expected to begin on or around May 9, 2016 on a par

April 29, 2016 10-K/A

Voltari 10-K/A (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

April 22, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 18, 2016 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorporation or Organization)

March 16, 2016 POS AM

Voltari POS AM

POS AM Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2016 Registration No.

March 16, 2016 EX-10.25

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

EX-10.25 2 vltc20151231ex1025.htm EXHIBIT 10.25 EXHIBIT 10.25 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This is the Third Amendment to the Purchase and Sale Agreement (Contract) entered into the 3rd day of December, 2015 by and between Flanders Holding, LLC, (Seller) and Voltari Real Estate Holding, LLC (Purchaser) which Contract was amended by the First Amendment to the Purchase and Sale Agr

March 16, 2016 EX-21.1

Subsidiaries of Voltari Corporation Name of Subsidiary and Name Under Which It Does Business Jurisdiction of Incorporation Voltari Operating Corp. (f/k/a Motricity, Inc.) Delaware Voltari Real Estate Holding LLC Delaware

EXHIBIT 21.1 Subsidiaries of Voltari Corporation Name of Subsidiary and Name Under Which It Does Business Jurisdiction of Incorporation Voltari Operating Corp. (f/k/a Motricity, Inc.) Delaware Voltari Real Estate Holding LLC Delaware

March 16, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-18

February 19, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 11, 2016 Voltari Corporation (Exact Name of Registrant as Specified in Charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorporation of Organization

February 19, 2016 EX-10.1

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

EX-10.1 2 d145256dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This is the First Amendment to the Purchase and Sale Agreement (“Contract”) entered into the 3rd day of December, 2015 by and between Flanders Holding, LLC, (“Seller”) and Voltari Real Estate Holding, LLC (“Purchaser”). The parties wish to amend the Contract as follows: 1. Section 2.6 is amended to chan

February 19, 2016 EX-10.2

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

EX-10.2 3 d145256dex102.htm EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This is the Second Amendment to the Purchase and Sale Agreement (“Contract”) entered into the 3rd day of December, 2015 by and between Flanders Holding, LLC, (“Seller”) and Voltari Real Estate Holding, LLC (“Purchaser”) which Contract was amended by the First Amendment to the Purchase and Sale Agreemen

December 9, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 3, 2015 Voltari Corporation (Exact Name of Registrant as Specified in Charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorporation or Organiz

December 9, 2015 EX-10.1

PURCHASE AND SALE AGREEMENT

EX-10.1 Exhibit 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (?Contract?) is made and entered into and is effective as of the 3rd day of December, 2015 (the ?Contract Date?), by and between FLANDERS HOLDING, LLC, a Texas limited liability company (?Seller?) and VOLTARI REAL ESTATE HOLDING, LLC, a Delaware limited liability company (?Purchaser?). RECITALS: A. Seller is the owne

November 13, 2015 424B3

Prospectus Supplement Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-201762 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK, ISSUABLE UPON EXERCISE OF COMMON STOCK WARRANTS

10-Q Table of Contents Prospectus Supplement Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No.

November 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1865

September 30, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 24, 2015 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorporation or Organi

September 30, 2015 EX-10.2

NONDISCLOSURE AND INTELLECTUAL PROPERTY PROTECTION AGREEMENT

EX-10.2 3 d26145dex102.htm EX-10.2 Exhibit 10.2 NONDISCLOSURE AND INTELLECTUAL PROPERTY PROTECTION AGREEMENT This Agreement (the “Agreement”) is made as of September 28, 2015 (the “Effective Date”), by and between Voltari Operating Corp. a Delaware corporation with its principal place of business at 601 West 26th Street, Suite 415, New York, NY 10001 (“Company”) and the undersigned employee or pro

September 30, 2015 424B3

VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK, ISSUABLE UPON EXERCISE OF COMMON STOCK WARRANTS

424B3 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-201762 Prospectus Supplement VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK, ISSUABLE UPON EXERCISE OF COMMON STOCK WARRANTS This prospectus supplement (the ?Prospectus Supplement?) amends and supplements our prospectus contained in our Post-Effective Amendment No. 2 to our Registration Statement on Form S-1, ef

September 30, 2015 EX-10.1

Via E-Mail

EX-10.1 2 d26145dex101.htm EX-10.1 Exhibit 10.1 Via E-Mail September 23, 2015 Mr. Kenneth Goldmann 148 Briar Hill Drive Scotch Plains, NJ 07076 Dear Ken: Voltari Corporation (the “Company”) is pleased to extend to you this offer letter which explains the details and terms of our employment offer. Position: Your position will be Chief Administrative and Accounting Officer, reporting to the Company’

September 23, 2015 424B3

VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK, ISSUABLE UPON EXERCISE OF COMMON STOCK WARRANTS

424B3 Prospectus Supplement Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No.

September 23, 2015 8-K

Voltari FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 17, 2015 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorporation or O

September 16, 2015 424B3

VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK, ISSUABLE UPON EXERCISE OF COMMON STOCK WARRANTS

424B3 Table of Contents Prospectus Supplement Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No.

September 16, 2015 8-K

Voltari FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 10, 2015 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 000-55419 90-0933943 (State or Other Jurisdiction of Incorporation or O

September 16, 2015 EX-3.1

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VOLTARI CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLTARI CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Voltari Corporation (hereinafter called the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HE

August 21, 2015 8-K

Voltari FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 20, 2015 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Org

August 14, 2015 DEF 14A

Voltari DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (

August 7, 2015 EX-10.3

GROUND LEASE

Exhibit 10.3 GROUND LEASE THIS GROUND LEASE (?Lease?) is entered into by and between DWEK BRANCHES, LLC, a New Jersey limited liability company (?Landlord?), and JPMORGAN CHASE BANK, N.A., a national banking association (?Tenant?). R E C I T A L S A.Landlord is the owner of those certain tracts of land located in the City of Long Branch, County of Monmouth, State of New Jersey and more fully descr

August 7, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-186564 Vo

August 7, 2015 SC 13D/A

VLTC / Voltari Corporation / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Voltari Corporation (formerly Motricity, Inc.) (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 92870X309 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-

August 7, 2015 EX-10.1

REVOLVING NOTE New York, New York US$10,000,00.00 August 7, 2015

Exhibit 10.1 REVOLVING NOTE New York, New York US$10,000,00.00 August 7, 2015 FOR VALUE RECEIVED, Voltari Corporation (together with its successors and assigns, the ?Borrower?), HEREBY UNCONDITIONALLY PROMISES TO PAY to, or to the order of, Koala Holding LP (together with its successors and assigns, the ?Lender?), on the terms hereinafter set forth, the principal sum of TEN MILLION DOLLARS ($10,00

August 7, 2015 POS AM

Voltari POS AM

POS AM Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2015 Registration No.

August 7, 2015 EX-99.1

Voltari Corporation Unaudited Pro Forma Consolidated Financial Information

Exhibit 99.1 Voltari Corporation Unaudited Pro Forma Consolidated Financial Information In August 2015, Voltari Corporation (?Voltari? or the ?Company?) began implementing a transformation plan pursuant to which, among other things, we intend to exit our mobile marketing and advertising business and enter into the business of acquiring, financing and leasing commercial real properties. The followi

August 7, 2015 EX-10.2

AGREEMENT FOR SALE AND PURCHASE

EX-10.2 3 vltc20150630ex102.htm EXHIBIT 10.2 Exhibit 10.2 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT, made as of the Effective Date (as hereinafter defined), by and between 160 BRIGHTON ACQUISITION, LLC, a Delaware limited liability company (“Seller”), and VOLTARI REAL ESTATE HOLDING LLC, a Delaware limited liability company (“Buyer”), W I T N E S S E T H: WHEREAS, Seller is the owner of all t

August 4, 2015 PRE 14A

Voltari PRE 14A

PRE 14A 1 d42966dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidenti

May 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 o TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-186564 V

May 14, 2015 EX-10.1

PERSONAL AND CONFIDENTIAL

EXHIBIT 10.1 PERSONAL AND CONFIDENTIAL May 1, 2015 Mr. Aaron Epstein 77 West 15th Street New York, NY 10011 Dear Aaron, Congratulations! We are pleased to extend to you this offer of promotion to President of Voltari Corporation (the Company) at our office located at 601 West 26th Street, Suite 415, New York, NY 10001 and to modify the terms of your employment with the Company as set forth below.

May 14, 2015 EX-10.2

SEPARATION AGREEMENT AND RELEASE

EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE AGREEMENT entered into as of this 11th day of May, 2015 (the Agreement) by and between Voltari Corporation, a Delaware corporation with its principal place of business at 601 W. 26th Street Suite 415, New York, NY 10001 (the Company), and Richard Sadowsky (you). RECITALS WHEREAS, you and the Company executed that certain Offer Letter dated November 14,

April 22, 2015 S-8

Voltari S-8

S-8 1 d909195ds8.htm S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 90-0933943 (State or Other Jurisdiction of Incorporation or Organization) (IRS Empl

April 20, 2015 POS AM

Voltari POS AM

Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2015 Registration No.

April 20, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

April 10, 2015 8-A12G

Voltari 8-A12G

8-A12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VOLTARI CORPORATION (Exact name of registrant as specified in its charter) Delaware 90-0933943 (State of Incorporation or Organization) (I.R.S. Employer Identification Number) 601 W. 26th St

March 31, 2015 8-K

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

8-K 1 d898750d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 30, 2015 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incor

March 31, 2015 EX-99.1

Voltari Announces Closing of Rights Offering

EX-99.1 3 d898750dex991.htm EX-99.1 Exhibit 99.1 Voltari Announces Closing of Rights Offering NEW YORK – March 30, 2015 Voltari Corporation (NASDAQ: VLTC) announced today that it has closed its previously announced offering of transferable subscription rights (the “Rights Offering”) to purchase up to an aggregate of 4,300,000 shares of the Company’s common stock, $0.001 par value per share (the “C

March 31, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-18

March 31, 2015 EX-10.1

March 30, 2015

EX-10.1 2 d898750dex101.htm EX-10.1 Exhibit 10.1 March 30, 2015 Voltari Corporation 601 West 26th Street, Suite 415 New York, NY 10001 Attn: Richard Sadowsky RE: Waiver of the Right to Exercise Holder Redemption Option w/r/t Shares of Series J Preferred Stock of Voltari Corporation Owned, Beneficially or of Record, by the Waiving Holders Mr. Sadowsky: Reference is hereby made to Exhibit A to the A

March 31, 2015 SC 13D/A

VLTC / Voltari Corporation / ICAHN CARL C Activist Investment

SC 13D/A 1 vltcsch13damd1033115.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Voltari Corporation (formerly Motricity, Inc.) (Name of Issuer) Common Stock, Par Value $0.001 (Title of Class of Securities) 92870X309 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Capital LP 767 Fifth Avenue, 47th Floor

March 17, 2015 EX-99.1

Voltari Announces Extension of Rights Offering; Receipt of NASDAQ Notice of Non-Compliance

EX-99.1 2 d894271dex991.htm EX-99.1 Exhibit 99.1 Voltari Announces Extension of Rights Offering; Receipt of NASDAQ Notice of Non-Compliance NEW YORK – March 17, 2015 Voltari Corporation (NASDAQ: VLTC) announced today that it has extended the expiration date of its previously announced rights offering to purchase up to an aggregate of 4.3 million shares of the Company’s common stock from 5:00 p.m.

March 17, 2015 424B3

VOLTARI CORPORATION SUBSCRIPTION RIGHTS TO PURCHASE AN AGGREGATE OF 4,300,000 SHARES OF COMMON STOCK AT $0.97 or $1.36 PER SHARE, AS APPLICABLE 4,300,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE SUBSCRIPTION RIGHTS 1,014,982 SHARES OF COM

424B3 1 d894271d424b3.htm 424B3 Prospectus Supplement Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-201762 VOLTARI CORPORATION SUBSCRIPTION RIGHTS TO PURCHASE AN AGGREGATE OF 4,300,000 SHARES OF COMMON STOCK AT $0.97 or $1.36 PER SHARE, AS APPLICABLE 4,300,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE SUBSCRIPTION RIGHTS 1,014,982 SHARES OF COMMON STOCK, ISS

March 17, 2015 8-K

Voltari 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 17, 2015 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organizat

February 27, 2015 424B1

SUBSCRIPTION RIGHTS TO PURCHASE AN AGGREGATE OF 4,300,000 SHARES OF COMMON STOCK AT $0.97 or $1.36 PER SHARE, AS APPLICABLE 4,300,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE SUBSCRIPTION RIGHTS 1,014,982 SHARES OF COMMON STOCK, ISSUABLE

Form 424B1 Table of Contents Filed Pursuant to Rule 424(b)(1) Registration Statement No.

February 27, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 27, 2015 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organi

February 27, 2015 EX-99.1

Voltari Announces Launch of Rights Offering

EX-99.1 2 d882143dex991.htm EX-99.1 Exhibit 99.1 Voltari Announces Launch of Rights Offering NEW YORK – February 27, 2015 Voltari Corporation (NASDAQ: VLTC) announced today it has commenced its previously announced rights offering of up to 4,300,000 shares of common stock to existing stockholders. Under the terms of the rights offering, we will distribute to all stockholders of record as of Februa

February 12, 2015 S-1/A

VLTC / Voltari Corporation S-1/A - - S-1/A

S-1/A 1 d850364ds1a.htm S-1/A Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 2015 Registration No. 333-201762 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 90-0933943

February 12, 2015 CORRESP

VLTC / Voltari Corporation CORRESP - -

SEC Response Letter February 12, 2015 VIA EDGAR AND ELECTRONIC MAIL Mr. Matthew Crispino, Staff Attorney United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Re: Voltari Corporation Registration Statement on Form S-1 Filed January 30, 2015 File No. 333-201762 Ladies and Gentlemen: This letter is in response to your letter of

February 12, 2015 EX-4.5

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2015 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., THE INFORMAT

EX-4.5 Exhibit 4.5 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS CUSIP THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2015 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., THE INFORMATION AGENT. VOLTARI CORPORATION Incorporated under the laws of the State of Delaware SU

February 12, 2015 EX-99.5

FORM OF BENEFICIAL OWNER ELECTION FORM

EX-99.5 Exhibit 99.5 FORM OF BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter, sent in your capacity as record holder or nominee, and the enclosed materials referred to therein relating to the rights offering (“Rights Offering”) by Voltari Corporation (the “Company”) of subscription rights (“subscription rights” or “rights”) to purchase shares of common stock, p

February 12, 2015 EX-99.4

FORM OF NOMINEE HOLDER CERTIFICATION VOLTARI CORPORATION

EX-99.4 Exhibit 99.4 FORM OF NOMINEE HOLDER CERTIFICATION VOLTARI CORPORATION The undersigned, a broker, dealer, custodian bank, trust company or other nominee record holder of subscription rights to purchase shares of common stock, $0.001 par value per share (the “common stock”) of Voltari Corporation (the “Company”) pursuant to the rights offering (the “Rights Offering”) described and provided f

February 12, 2015 EX-99.3

FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES VOLTARI CORPORATION

EX-99.3 Exhibit 99.3 FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES VOLTARI CORPORATION To Brokers, Dealers, Custodian Banks, Trust Companies and Other Nominees: This letter is being distributed to brokers, dealers, custodian banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Voltari Corporation (the “Company”), as described in th

February 12, 2015 CORRESP

VLTC / Voltari Corporation CORRESP - -

Acceleration Request VOLTARI CORPORATION 601 West 26th Street, Suite 415 New York, New York 10001 February 12, 2015 BY EDGAR AND ELECTRONIC MAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

February 12, 2015 EX-99.8

NOTICE OF GUARANTEED DELIVERY SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY VOLTARI CORPORATION

EX-99.8 Exhibit 99.8 NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY VOLTARI CORPORATION This form, or one substantially equivalent hereto, must be used to exercise subscription rights (the “Rights”) pursuant to the rights offering described in the Prospectus, dated , 2015 , (the “Prospectus”) of Voltari Corporation, a Delaware corporation (“Voltari”), if a holder of R

February 12, 2015 EX-99.7

NOTICE OF IMPORTANT TAX INFORMATION

Exhibit 99.7 NOTICE OF IMPORTANT TAX INFORMATION Under United States federal income tax law, the sale of rights may be subject to backup withholding and information reporting. Each holder of rights who is a U.S. person (which term includes a resident alien) and who sells rights through the Subscription Agent is required to provide the Subscription Agent with such holder’s correct Taxpayer Identifi

February 12, 2015 EX-99.6

FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS VOLTARI CORPORATION

EX-99.6 Exhibit 99.6 FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS VOLTARI CORPORATION Dear Stockholder: This notice is being distributed by Voltari Corporation (the “Company”), in connection with the rights offering (the “Rights Offering”), as described in the Company’s prospectus dated , 2015 (the “Prospectus”). The Company is distributing to record holders of its common stock as of Febr

February 12, 2015 EX-99.2

FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee]

EX-99.2 Exhibit 99.2 FORM OF NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES [Letterhead of Dealer, Bank, Trust Company or Nominee] , 2015 To Our Clients: Enclosed for your consideration are the Prospectus, dated , 2015 (the “Prospectus”) and other materials relating to the rights offering (the “Rights Offering”) by Voltari Corporation (the “Company”). On , 2015 the Company distribute

February 12, 2015 EX-99.1

FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES VOLTARI CORPORATION

EX-99.1 Exhibit 99.1 FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES VOLTARI CORPORATION The following instructions relate to a rights offering (the “Rights Offering”) by Voltari Corporation (the “Company”) to the holders of its common stock, par value $0.001 per share (the “common stock”), as described in the Company’s prospectus dated , 2015 (the “Prospectus”). The Company is

February 3, 2015 8-K

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 3, 2015 Voltari Corporation (Exact Name of Registrant as Specified in Charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organizatio

January 30, 2015 S-1

VLTC / Voltari Corporation S-1 - Registration Statement - FORM S-1

Form S-1 Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 2015 Registration No.

November 26, 2014 EX-99.1

VOLTARI RECEIVES ADDITIONAL NASDAQ STAFF DETERMINATION LETTER

EX-99.1 Exhibit 99.1 VOLTARI RECEIVES ADDITIONAL NASDAQ STAFF DETERMINATION LETTER NEW YORK, NY — November 26, 2014 — Voltari Corporation (NASDAQ: VLTC) announced today that on November 19, 2014 it was notified by the Listing Qualifications Staff of The NASDAQ Stock Market LLC that, based on the Company’s continued non-compliance with the applicable $2.5 million stockholders’ equity requirement fo

November 26, 2014 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 19, 2014 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or O

November 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1865

September 12, 2014 EX-3.1

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VOLTARI CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

EX-3.1 2 ex-31.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLTARI CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Voltari Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CER

September 12, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 5, 2014 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organizati

August 14, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 11, 2014 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organiza

August 7, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-186564 Vo

August 7, 2014 DEF 14C

VLTC / Voltari Corporation DEF 14C - - DEF 14C

DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement Voltari Corporation (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): x No fee required.

July 24, 2014 PRE 14C

VLTC / Voltari Corporation PRE 14C - - PRE 14C

PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement Voltari Corporation (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): x No fee required.

July 24, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d762798d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 18, 2014 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorp

July 21, 2014 DEFR14A

VLTC / Voltari Corporation DEFR14A - - DEFR14A

DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitt

July 16, 2014 DEF 14A

VLTC / Voltari Corporation DEF 14A - - DEF 14A

DEF 14A 1 d738898ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confident

July 15, 2014 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 15, 2014 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organ

July 15, 2014 EX-99.1

Voltari Reschedules Date for the 2014 Annual Meeting of Stockholders

EX-99.1 Exhibit 99.1 Voltari Reschedules Date for the 2014 Annual Meeting of Stockholders NEW YORK – July 15, 2014 Voltari Corporation (NASDAQ: VLTC) announced today that it has rescheduled its 2014 annual meeting of stockholders (the “2014 Annual Meeting”). The 2014 Annual Meeting will now be held on Monday, August 11, 2014 in New York, NY. Additional information concerning the 2014 Annual Meetin

May 29, 2014 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 22, 2014 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organization) (

May 27, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 20, 2014 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organi

May 27, 2014 EX-99.1

Voltari Announces Date for the 2014 Annual Meeting of Stockholders

EX-99.1 Exhibit 99.1 Voltari Announces Date for the 2014 Annual Meeting of Stockholders NEW YORK – May 27, 2014 Voltari Corporation (NASDAQ: VLTC) announced today that its 2014 annual meeting of stockholders (the “2014 Annual Meeting”) has been scheduled for July 28, 2014 in New York, NY. The record date for the 2014 Annual Meeting has been set as the close of business on June 16, 2014. A stockhol

May 27, 2014 EX-10.1

Page 1 of 14

EX-10.1 Exhibit 10.1 CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission. 1. PURPOSE The purpose of the Voltar

May 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 o TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-186564 V

April 30, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-

March 31, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-18

March 31, 2014 EX-10.1

Page 1 of 15

EX-10.1 2 d705179dex101.htm EX-10.1 Exhibit 10.1 2013-14 Corporate Incentive Plan COMPANY CONFIDENTIAL Fiscal years 2013-14 CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The confidential material has

March 31, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 7, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organization

March 31, 2014 EX-21.1

Subsidiaries of Voltari Corporation Name of Subsidiary and Name Under Which It Does Business Jurisdiction of Incorporation Voltari Operating Corp. (f/k/a Motricity, Inc.) Delaware

EXHIBIT 21.1 Subsidiaries of Voltari Corporation Name of Subsidiary and Name Under Which It Does Business Jurisdiction of Incorporation Voltari Operating Corp. (f/k/a Motricity, Inc.) Delaware

January 2, 2014 424B3

VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE

424B3 1 d650172d424b3.htm 424B3 Prospectus Supplement No. 9 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE This Prospectus Supplement No. 9 (the “Prospectus Supplement”) amends our prospectus dated March 27, 2013, as previously amended, (the “P

December 27, 2013 EX-10.1

Release Agreement

EX-10.1 2 d651255dex101.htm EX-10.1 Exhibit 10.1 Release Agreement AGREEMENT entered into as of this 18th day of December, 2013 (the “Agreement”) by and between Voltari Corporation, a Delaware corporation with its principal place of business at 601 W. 26th Street Suite 415, New York, NY 10001 (the “Company”), and Richard Stalzer (“Employee”). RECITAL WHEREAS, Employee and Company executed that cer

December 27, 2013 EX-10.2

VOLTARI CORPORATION

EX-10.2 3 d651255dex102.htm EX-10.2 Exhibit 10.2 VOLTARI CORPORATION December 20, 2013 Mr. Richard Sadowsky 264 Water Street New York, NY 10038 Dear Richard: Pursuant to your discussions with the Chairman of the Compensation Committee of Voltari Corporation (the “Company”), this letter is intended to amend the terms of the Offer Letter, dated November 14, 2012, whereby you became employed by the C

December 27, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 20, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or O

November 14, 2013 424B3

Prospectus Supplement No. 8 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE

424B3 1 vltc201393010q1.htm 424B3 Prospectus Supplement No. 8 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE This Prospectus Supplement No. 8 (the “Prospectus Supplement”) amends our prospectus dated March 27, 2013, as previously amended, (the

November 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1865

August 22, 2013 EX-99.1

Voltari Corporation Hires Industry Seasoned Chief Financial Officer John Breeman

EX-99.1 3 breemancfoannouncex819201.htm BREEMAN PRESS RELEASE Voltari Corporation Hires Industry Seasoned Chief Financial Officer John Breeman NEW YORK – August 19, 2013 Voltari Corporation (NSDQ: VLTC), 10-year veteran in data driven solutions for smart marketing and advertising, announces the hiring of John Breeman as Chief Financial Officer. Breeman joins the executive team in August 2013, just

August 22, 2013 EX-10.1

EX-10.1

EX-10.1 2 breemanofferlettersigned.htm BREEMAN OFFER LETTER

August 22, 2013 424B3

Prospectus Supplement No. 7 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE

Prospectus Supplement No. 7 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE This Prospectus Supplement No. 7 (the “Prospectus Supplement”) amends our prospectus dated March 27, 2013, as previously amended, (the “Prospectus”) related to 1,014,982

August 21, 2013 EX-99.1

Voltari Corporation Hires Industry Seasoned Chief Financial Officer John Breeman

EX-99.1 3 breemancfoannouncex819201.htm BREEMAN PRESS RELEASE Voltari Corporation Hires Industry Seasoned Chief Financial Officer John Breeman NEW YORK – August 19, 2013 Voltari Corporation (NSDQ: VLTC), 10-year veteran in data driven solutions for smart marketing and advertising, announces the hiring of John Breeman as Chief Financial Officer. Breeman joins the executive team in August 2013, just

August 21, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 14, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organization

August 21, 2013 EX-10.1

EX-10.1

EX-10.1 2 breemanofferlettersigned.htm BREEMAN OFFER LETTER

August 16, 2013 424B3

Prospectus Supplement No. 6 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE

Prospectus Supplement No. 6 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE This Prospectus Supplement No. 6 (the “Prospectus Supplement”) amends our prospectus dated March 27, 2013, as previously amended, (the “Prospectus”) related to 1,014,982

August 16, 2013 EX-10.1

AMENDMENT NUMBER 11 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN VERIZON SOURCING LLC AND MOTRICITY, INC

EX-10.1 2 vltc2013630ex1011.htm AMENDMENT NO. 11 TO WAP 2.0 HOSTING AGREEMENT EXHIBIT 10.1 AMENDMENT NUMBER 11 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN VERIZON SOURCING LLC AND MOTRICITY, INC This Amendment Number 11 (“Eleventh Amendment”) to the WAP 2.0 Hosting Agreement dated June 24, 2004, as amended, by and between Motricity, Inc. a Delaware corporation, with offices at 601 West 26th Street,

August 14, 2013 EX-99

Voltari Reports Second Quarter 2013 Results

EXHIBIT 99.1 Voltari Reports Second Quarter 2013 Results NEW YORK, Aug. 14, 2013 (GLOBE NEWSWIRE) - Voltari Corporation (Nasdaq:VLTC), 10-year veteran in data driven solutions for smart marketing and advertising, today announced financial results for the second quarter ended June 30, 2013. Second Quarter Results Total revenue from continuing operations in the second quarter of 2013 was $3.5 millio

August 14, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or other jurisdiction of incorporation) (Commission File Nu

August 13, 2013 EX-10.1

AMENDMENT NUMBER 11 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN VERIZON SOURCING LLC AND MOTRICITY, INC

EXHIBIT 10.1 AMENDMENT NUMBER 11 TO AGREEMENT NUMBER 750-67761-2004 BETWEEN VERIZON SOURCING LLC AND MOTRICITY, INC This Amendment Number 11 (?Eleventh Amendment?) to the WAP 2.0 Hosting Agreement dated June 24, 2004, as amended, by and between Motricity, Inc. a Delaware corporation, with offices at 601 West 26th Street, Suite 415, New York, NY 10001 (?Motricity?) and Verizon Sourcing LLC, a Delaw

August 13, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-186564 Vo

June 10, 2013 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 4, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organization) (

June 10, 2013 424B3

VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE

424B3 1 voltariprospectussupplemen.htm 424B3 Prospectus Supplement No. 5 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE This Prospectus Supplement No. 5 (the “Prospectus Supplement”) amends our prospectus dated March 27, 2013, as previously ame

May 20, 2013 424B3

VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE

424B3 1 vltc20130520prossuppwith20.htm 10-Q Prospectus Supplement No. 4 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE This Prospectus Supplement No. 4 (the “Prospectus Supplement”) amends our prospectus dated March 27, 2013, as previously amen

May 15, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 15, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 333-186564 90-0933943 (State or Other Jurisdiction of Incorporation or Organization) (

May 15, 2013 EX-99.1

Voltari Reports First Quarter 2013 Results

Voltari Reports First Quarter 2013 Results NEW YORK, May 15, 2013 (GLOBE NEWSWIRE) - Voltari Corporation (Nasdaq:VLTC), which empowers brands and agencies to maximize their advertising dollars through smart marketing and advertising solutions, today announced financial results for the first quarter ended March 31, 2013.

May 15, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-186564 V

May 9, 2013 424B3

VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE

Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE This Prospectus Supplement No. 3 (the “Prospectus Supplement”) amends our prospectus dated March 27, 2013, as previously amended, (the “Prospectus”) related to 1,014,982

May 8, 2013 424B3

VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE

Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE This Prospectus Supplement No. 3 (the “Prospectus Supplement”) amends our prospectus dated March 27, 2013, as previously amended, (the “Prospectus”) related to 1,014,982

May 1, 2013 8-K

Termination of a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 25, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 001-34781 90-0933943 (State or Other Jurisdiction of Incorporation or Organization)

April 29, 2013 424B3

VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE

424B3 1 d531020d424b3.htm 424(B)(3) Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No. 333-186564 VOLTARI CORPORATION 1,014,982 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $6.50 PER SHARE This Prospectus Supplement No. 2 (the “Prospectus Supplement”) amends our prospectus dated March 27, 2013, as previously amended, (th

April 23, 2013 EX-3.1

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VOLTARI CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

EX-3.1 2 d524776dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLTARI CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Voltari Corporation (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

April 23, 2013 EX-99.1

VOLTARI ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT

EX-99.1 3 d524776dex991.htm EX-99.1 Exhibit 99.1 VOLTARI ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT New York, NY – April 23, 2013 – Voltari Corporation (NASDAQ:VLTC) (“Voltari”) today announced the completion of a reverse stock split of the Company’s outstanding shares of common stock at a reverse split ratio of one-for-ten (the “Reverse Stock Split”). On April 23, 2013, the Company filed with the Sec

April 23, 2013 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 d524776d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 23, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 001-34781 90-0933943 (State or Other Jurisdiction of I

April 16, 2013 424B3

VOLTARI CORPORATION 10,149,824 SHARES OF COMMON STOCK UNDERLYING WARRANTS WITH AN EXERCISE PRICE EQUAL TO $0.65 PER SHARE

424B3 Prospectus Supplement Filed pursuant to Rule 424(b)(3) and 424(c) Registration Statement No.

April 15, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 15, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 001-34781 90-0933943 (State or Other Jurisdiction of Incorporation or Organ

April 9, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 9, 2013 Voltari Corporation (Exact name of registrant as specified in its charter) Delaware 001-34781 90-0933943 (State or Other Jurisdiction of Incorporation or Organi

April 9, 2013 EX-99.1

Motricity and Voltari Announce Completion of Reorganization Transaction

EX-99.1 2 d518681dex991.htm EX-99.1 Exhibit 99.1 Motricity and Voltari Announce Completion of Reorganization Transaction New York, NY – April 9, 2013 – Voltari Corporation (“Voltari”) and Motricity, Inc. (“Motricity”) today announced the consummation of a Reorganization intended to protect the long-term value of Motricity’s substantial net operating loss carryforwards. Upon completion of the Reorg

March 27, 2013 424B3

601 West 26th Street, Suite 415 New York, NY 10001

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No.

March 26, 2013 CORRESP

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CORRESP 15 filename15.htm Voltari Corporation 601 West 26th Street, Suite 415 New York, NY 10001 March 26, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Barbara C. Jacobs, Assistant Director Re: Voltari Corporation Amendment No. 3 to Registration Statement on Form S-4 Filed March 18, 2013 File

March 26, 2013 EX-99.3

PRELIMINARY PROXY CARD

EX-99.3 6 d479243dex993.htm EX-99.3 Exhibit 99.3 PRELIMINARY PROXY CARD PRELIMINARY PROXY CARD SPECIAL MEETING OF STOCKHOLDERS OF MOTRICITY, INC. April 9, 2013 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www.motricity.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature o

March 26, 2013 CORRESP

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SEC Letter - Acceleration Request March 26, 2013 BY EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

March 26, 2013 S-4/A

- S-4/A NO.4

S-4/A No.4 Table of Contents As filed with the Securities and Exchange Commission on March 26, 2013 Registration No. 333-186564 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOLTARI CORPORATION (Exact name of registrant as specified in its charter) Delaware 7389 90-0933943 (State or other jurisdiction o

March 26, 2013 EX-99.2

PRELIMINARY PROXY CARD

EX-99.2 Exhibit 99.2 PRELIMINARY PROXY CARD PRELIMINARY PROXY CARD SPECIAL MEETING OF STOCKHOLDERS OF MOTRICITY, INC. April 9, 2013 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www.motricity.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature of Stockholder Date: Signatur

March 18, 2013 CORRESP

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CORRESP 15 filename15.htm Voltari Corporation 601 West 26th Street, Suite 415 New York, NY 10001 March 18, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Barbara C. Jacobs, Assistant Director Re: Voltari Corporation Amendment No. 2 to Registration Statement on Form S-4 Filed March 13, 2013 File

March 18, 2013 EX-99.2

PRELIMINARY PROXY CARD

EX-99.2 5 d479243dex992.htm EX-99.2 Exhibit 99.2 PRELIMINARY PROXY CARD PRELIMINARY PROXY CARD SPECIAL MEETING OF STOCKHOLDERS OF MOTRICITY, INC. April 9, 2013 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www.motricity.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature o

March 18, 2013 S-4/A

- S-4/A

S-4/A Table of Contents As filed with the Securities and Exchange Commission on March 18, 2013 Registration No.

March 18, 2013 EX-99.3

PRELIMINARY PROXY CARD

EX-99.3 6 d479243dex993.htm EX-99.3 Exhibit 99.3 PRELIMINARY PROXY CARD PRELIMINARY PROXY CARD SPECIAL MEETING OF STOCKHOLDERS OF MOTRICITY, INC. April 9, 2013 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www.motricity.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature o

March 13, 2013 CORRESP

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SEC Correspondence Voltari Corporation 601 West 26th Street, Suite 415 New York, NY 10001 March 13, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 13, 2013 S-4/A

- S-4/A

S-4/A Table of Contents As filed with the Securities and Exchange Commission on March 13, 2013 Registration No.

March 13, 2013 EX-99.1

March 13, 2013

EX-99.1 6 d479243dex991.htm EX-99.1 Exhibit 99.1 March 13, 2013 Motricity, Inc. 601 West 26th Street, Suite 415 New York, NY 10001 Re: Transfer Restrictions Contained in the Amended and Restated Certificate of Incorporation of Voltari Corporation Ladies and Gentlemen: We have acted as special Delaware counsel to Motricity, Inc., a Delaware corporation (the “Company”), in connection with the reorga

February 14, 2013 EX-23.7

Consent of Independent Auditor

EX-23.7 Exhibit 23.7 Consent of Independent Auditor We consent to the use of our report dated January 20, 2012, with respect to the consolidated financial statements of Silverback Media Plc., (the “Company” or “Silverback”) which comprise the consolidated statement of financial position as of December 31, 2009, the consolidated statements of income, comprehensive income, changes in equity and cash

February 14, 2013 S-4/A

- S-4/A

S-4/A Table of Contents As filed with the Securities and Exchange Commission on February 13, 2013 Registration No.

February 11, 2013 EX-4.1

FORM OF CERTIFICATE FOR SHARES OF COMMON STOCK Number Shares CUSIP [ ] SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS VOLTARI CORPORATION a Corporation Formed Under the Laws of the State of Delaware

EX-4.1 Exhibit 4.1 FORM OF CERTIFICATE FOR SHARES OF COMMON STOCK Number Shares CUSIP [ ] SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS VOLTARI CORPORATION a Corporation Formed Under the Laws of the State of Delaware THIS CERTIFIES THAT is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF VOLTARI CORPORATION (the “Corporation”), transferable on

February 11, 2013 EX-4.3

FORM OF FACE OF GLOBAL WARRANT CERTIFICATE VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2017

EX-4.3 Exhibit 4.3 FORM OF FACE OF GLOBAL WARRANT CERTIFICATE VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2017 This Global Warrant Certificate is held by The Depository Trust Company (the “Depositary”) or its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to any person under any circumstances except that (i) this Global Warrant Certificate

February 11, 2013 EX-4.2

FORM OF CERTIFICATE FOR SHARES OF 13% REDEEMABLE SERIES J PREFERRED STOCK Number Shares CUSIP [______] SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS VOLTARI CORPORATION a Corporation Formed Under the Laws of the State of Delaware

EX-4.2 Exhibit 4.2 FORM OF CERTIFICATE FOR SHARES OF 13% REDEEMABLE SERIES J PREFERRED STOCK Number Shares CUSIP [] SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS VOLTARI CORPORATION a Corporation Formed Under the Laws of the State of Delaware THIS CERTIFIES THAT is the owner of FULLY PAID AND NONASSESSABLE SHARES OF 13% REDEEMABLE SERIES J PREFERRED STOCK, $0.001 PAR VALUE PER SHARE, OF VOL

February 11, 2013 EX-99.1

February 8, 2013

EX-99.1 Exhibit 99.1 February 8, 2013 Motricity, Inc. 601 108th Avenue Northeast Suite 900 Bellevue, WA 98004 Re: Transfer Restrictions Contained in the Amended and Restated Certificate of Incorporation of Voltari Corporation Ladies and Gentlemen: We have acted as special Delaware counsel to Motricity, Inc., a Delaware corporation (the “Company”), in connection with reorganization (the “Reorganiza

February 11, 2013 EX-23.7

Consent of Independent Auditor

EX-23.7 Exhibit 23.7 Consent of Independent Auditor We consent to the use of our report dated January 20, 2012, with respect to the consolidated financial statements of Silverback Media Plc., (the “Company” or “Silverback”) which comprise the consolidated statement of financial position as of December 31, 2009, the consolidated statements of income, comprehensive income, changes in equity and cash

February 11, 2013 S-4

- FORM S-4

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on February 11, 2013 Registration No.

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