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 20, 2019
IOTA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-27587 |
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22-3586087 |
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540 Union Square |
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18938 |
Registrant’s telephone number, including area code: (855) 743-6478
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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None |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.02 |
Entry into a Material Definitive Agreement. |
Reference is made to the disclosure set forth under Item 5.02 below, which disclosure is incorporated herein by reference.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Changes to Barclay Knapp’s Titles
On May 20, 2019, Barclay Knapp resigned as Chief Executive Officer of the Iota Communications, Inc., a Delaware corporation (the ‘Company”). In connection with his resignation, Mr. Knapp relinquished his role as “Principal Executive Officer” of the Company for SEC reporting purposes. Mr. Knapp’s resignation as Chief Executive Officer did not arise from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Knapp will continue to serve as a director of the Company. In addition, effective as of May 20, 2019, Mr. Knapp was appointed as Executive Chairman of the Company.
As the Company previously reported in a Current Report on Form 8-K, filed on September 7, 2018, as amended on March 19, 2019, the Company and Mr. Knapp entered into an Employment Agreement on September 5, 2018, effective as of the September 1, 2018 (the “Knapp Employment Agreement”). On May 20, 2019, the Company and Mr. Knapp amended the Knapp Employment Agreement, solely to reflect the aforementioned change to Mr. Knapp’s title. All other terms and provisions of the Knapp Employment Agreement will continue unmodified and remain in full force and effect. A copy of the amendment to the Knapp Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
Changes to Terrence DeFranco’s Titles
On May 20, 2019, Terrence DeFranco resigned as Chief Financial Officer of the Company. In connection with his resignation, Mr. DeFranco relinquished his role as “Principal Financial and Accounting Officer” of the Company for SEC reporting purposes. Mr. DeFranco’s resignation as Chief Financial Officer did not arise from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. DeFranco will continue to serve as the Company’s President, Secretary and Treasurer, and as a director of the Company. In addition, effective as of May 20, 2019, Mr. DeFranco was appointed as Chief Executive Officer of the Company. In connection with his appointment as Chief Executive Officer, Mr. DeFranco was designated as Principal Executive Officer for SEC reporting purposes.
As the Company previously reported in a Current Report on Form 8-K, filed on September 7, 2018, as amended on March 19, 2019, the Company and Mr. DeFranco entered into an Employment Agreement on September 5, 2018, effective as of the September 1, 2018 (the “DeFranco Employment Agreement”). On May 20, 2019, the Company and Mr. DeFranco amended the DeFranco Employment Agreement, solely to reflect the aforementioned change to Mr. DeFranco’s titles, and the related change to whom Mr. DeFranco will report to in connection therewith. All other terms and provisions of the DeFranco Employment Agreement will continue unmodified and remain in full force and effect. A copy of the amendment to the DeFranco Employment Agreement is filed as Exhibit 10.2 to this Report and incorporated herein by reference.
Appointment of Judah Kaplan as Acting Chief Financial Officer
On May 20, 2019, Judah Kaplan was appointed as Acting Chief Financial Officer of the Company, to serve in such office at the pleasure of the Board, and until his successor has been appointed by the Board. In connection with his appointment as Acting Chief Financial Officer, Judah Kaplan was designated as the Company’s “Principal Financial and Accounting Officer” for SEC reporting purposes.
Except as otherwise disclosed in this Report, there are no arrangements or understandings between Mr. Kaplan and any other person pursuant to which he was appointed as an officer and director of the Company. In addition, there are no family relationships between Mr. Kaplan and any of the Company’s other officers or directors. Further, except as otherwise disclosed in this Report, there are no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Kaplan had, or will have, a direct or indirect material interest.
Set forth below, is Mr. Kaplan’s business experience during at least the past 5 years:
Judah Kaplan, 48, is currently a director and Senior Finance and Risk Management consultant at Eventus Advisory Group, a CFO solutions firm that provides finance and accounting expertise, and capital advisory solutions, to small and medium-sized companies, both public and private. Prior to joining Eventus, Mr. Kaplan served as a Director, Advisory Services for PriceWaterhouseCoopers, from October 2015, until June 2017. From March 2009 until October 2015, Mr. Kaplan was as a co-founder, and served as Managing Member and Chief Financial Officer, for Cuzco Capital Investment Management, a private-equity-style fund that invests in illiquid assets.
Mr. Knapp earned an MBA in Financial Engineering from MIT – Sloan School of Management in 1997, and a B.S. in Accounting/Finance from Yeshiva University in 1992.
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Item 7.01. |
Regulation FD Disclosure. |
On May 20, 2019, the Company issued a press release with respect to change to the Company’s management. A copy of the press release is filed as Exhibit 99.1 to this Report and incorporated herein by reference. The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.
Forward Looking Statements
This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2018. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by law.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
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Exhibit Table |
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10.1 † |
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10.2 † |
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99.1 |
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Press Release issued by the Company, dated March 20, 2019 (1) |
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(1) |
Filed herewith |
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† |
Management contract or compensatory plan or arrangement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 20, 2019 |
IOTA COMMUNICATIONS, INC. |
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By: |
/s/ Terrence DeFranco |
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Name: |
Terrence DeFranco |
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Title: |
Chief Executive Officer |
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Exhibit 10.1
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated as of May 20, 2019 (this “Amendment”), by and between IOTA COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and BARCLAY KNAPP (the “Executive”).
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into an Employment Agreement, made and entered into on September 5, 2018, effective as of September 1, 2018 (the “Agreement”), in connection with the Executive’s services as Chairman and Chief Executive Officer of the Company; and
WHEREAS, the Company and Executive wish to amend the Agreement, solely to change Executive’s title from Chairman and Chief Executive Officer to Executive Chairman, on the terms set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement as follows:
1. Definitions; References; Continuation of Agreement. Unless otherwise specified herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each other similar reference, and each reference to “this Agreement” and each other similar reference, contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby. Except as amended hereby, all terms and provisions of the Agreement shall continue unmodified and remain in full force and effect.
2. Amendment. The parties hereby agree that Section 1(b) of the Agreement shall be deleted and replaced in its entirety by the following:
“(b) Duties. During the Term, Executive shall be employed by the Company as the Executive Chairman with the duties, responsibilities and authority commensurate therewith. Executive shall report to the Board of Directors of the Company (the “Board”) and shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to him by the Board.”
3. Counterparts. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
(Signature page to follow)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.
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COMPANY:
IOTA COMMUNICATIONS, INC.
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| By: | /s/ Terrence DeFranco | |
| Name: Terrence DeFranco | ||
| Title: Chief Executive Officer | ||
| EXECUTIVE: | |
| /s/ Barclay Knapp | |
| Barclay Knapp |
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Exhibit 10.2
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated as of May 20, 2019 (this “Amendment”), by and between IOTA COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and TERRENCE DEFRANCO (the “Executive”).
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into an Employment Agreement, made and entered into on September 5, 2018, effective as of September 1, 2018 (the “Agreement”), in connection with the Executive’s services as President and Chief Financial Officer of the Company; and
WHEREAS, the Company and Executive wish to amend the Agreement, solely to change Executive’s title from President and Chief Financial Officer to President and Chief Executive Officer, and the related change to whom Executive will report to in connection therewith, on the terms set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement as follows:
1. Definitions; References; Continuation of Agreement. Unless otherwise specified herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each other similar reference, and each reference to “this Agreement” and each other similar reference, contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby. Except as amended hereby, all terms and provisions of the Agreement shall continue unmodified and remain in full force and effect.
2. Amendment.
(a) The parties hereby agree that Section 1(b) of the Agreement shall be deleted and replaced in its entirety by the following:
“(b) Duties. During the Term, Executive shall be employed by the Company as the President and Chief Executive Officer with the duties, responsibilities and authority commensurate therewith.. Executive shall report to the Board of Directors of the Company (the “Board”) and shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to him by the Board.”
(b) The parties hereby agree that all references in the Agreement to the “CEO” shall be replaced by references to the “Board.”
3. Counterparts. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
(Signature page to follow)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.
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COMPANY:
IOTA COMMUNICATIONS, INC.
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| By: | /s/ Barclay Knapp | |
| Name: Barclay Knapp | ||
| Title: Executive Chairman | ||
| EXECUTIVE: | ||
| /s/ Terrence DeFranco | ||
| Terrence DeFranco | ||
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Exhibit 99.1
Iota Communications Announces Executive Promotions
Senior Management Succession and Key Promotions for Next Phase of Growth
New Hope, PA., May 20, 2019 -- Iota Communications, Inc. (OTCQB: IOTC), a wireless network carrier and software-as-a-service company that provides Internet of Things solutions that optimize energy efficiency, sustainability and operations for commercial customers, today announced that its board of directors has unanimously approved a succession plan for the Chief Executive Officer of the company. Effective May 20, 2019, Terrence DeFranco, 53 will be promoted to Vice Chairman and Chief Executive Officer and remain President of Iota Communications and Barclay Knapp, 62, will become Executive Chairman of the Board.
“Beginning with Iota’s creation in September 2018 via the merger of M2M Spectrum Networks, LLC into Solbright Group, Inc., Terrence and I have been working to develop, strengthen, and promote our management core throughout the company. Today’s announcement is a continuing step on that path, and I’m very pleased and proud to have Terrence succeed me as Chief Executive of Iota, while I assume the role of Executive Chairman.”
“This change takes optimal advantage of each of our respective skills. Terrence is the ideal candidate for this role and will use his considerable executive, operating and financial skills to lead the entire enterprise on a day-to-day basis, and I will be concentrating on further developing our board strength, our industry leadership, and our Company’s strategic initiatives going forward.”
Additional Management Appointments
In addition, and effective immediately, we are proud to announce the appointment of Judah Kaplan to the position of Acting Chief Financial Officer. Mr. Kaplan is a Director of Eventus Advisory Group and a senior finance and risk management executive. Judah was a co-founder and COO/CFO of Cuzco Capital, a private-equity-style fund that invests in illiquid assets. He also served as a Vice President of Counterparty Credit Risk Management at JPMorgan Chase and at iQor, a large accounts receivable management and business process outsourcing (BPO) firm, where he was a Senior Vice President and Treasurer.
He excels at building relationships across large, complicated organizations with key investors, senior management, regulators, and clients.
Additional management promotions include the following:
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Mr. Darren Nichols has been promoted to the position of Senior Vice President and General Manager of Iota Networks, where he will be responsible for overseeing network and communication development activities; |
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Mr. Artur Skrygulec has been promoted to the position of Senior Vice President and Chief Information Officer of Iota Networks, where he will be responsible for leading research and network development activities; |
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Mr. Greg Lutowsky has been promoted to the position of Senior Vice President, Head of Corporate Communications, where he will oversee all internal and external strategic communications; |
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Mr. Erik Galardi has been promoted to the position of Senior Vice President, Head of Digital Marketing, where he will lead all strategic marketing initiatives and manage the marketing team; |
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Mr. Patrick Hassell has been promoted to the position of Senior Vice President and General Manager of Iota Commercial Solutions, where he will be responsible for driving sales through our software and services business. |
“Firstly, I am honored and humbled to succeed Barclay as CEO,” stated Mr. DeFranco. “I believe that Iota truly has the potential to achieve considerable success for its shareholders and spectrum partners. When our companies merged last year, I felt strongly that the combination of the companies would create a unique opportunity to disrupt how businesses leverage technology to drive productivity and efficiency in a sustainable and healthy way. Today, I am convinced that Iota is poised to realize that extraordinary potential and believe that management execution is a key driver, which is why I am also honored to have a great team around me. Speaking to the Board and our shareholders on behalf of our team, we are very pleased to assume these critical roles for Iota and very thankful for their confidence and trust.”
About Iota Communications, Inc.
Iota is a wireless network carrier system and software applications provider dedicated to the Internet of Things. Iota sells recurring-revenue solutions that optimize energy usage, sustainability and operations for commercial and industrial facilities both directly and via third-party relationships. Iota also offers important ancillary products and services which facilitate the adoption of its subscription-based services, including solar energy, LED lighting, and HVAC implementation services. For more information, please visit our web site at www.iotacommunications.com.
Forward-Looking Statements:
This press release may contain “forward-looking statement” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated include, but are not limited to, risks related to the acquisition and integration of the assets we acquired from Solbright Group, Inc., risks related to our growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
SOURCE: Iota Communications, Inc.
Investor Contact:
Iota Communications, Inc.
540 Union Square
New Hope, PA 18938
Attn: Investor Relations
investors@iotacommunications.com
Public Relations Contact:
Greg Lutowsky, SVP, Corporate Communications
glutowsky@iotacommunications.com
(855) 743-6478