Attached files
| file | filename |
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| EX-10.3 - SIDE LETTER AGREEMENT - IOTA COMMUNICATIONS, INC. | iotc_ex103.htm |
| EX-10.2 - PROMISSORY NOTE - IOTA COMMUNICATIONS, INC. | iotc_ex102.htm |
| EX-10.1 - PROMISSORY NOTE - IOTA COMMUNICATIONS, INC. | iotc_ex101.htm |
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 31, 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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(State
or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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645 Hamilton Street. 4th Floor
Allentown, PA 18101
(Address
of principal executive offices) (zip code)
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(855)-743-6478
(Registrant’s
telephone number, including area code)
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N/A
(Former
name or former address, if changed since last report)
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On
December 31, 2019, we completed the first phase of the second
closing under the November 15, 2019 Asset Purchase Agreement (the
“APA”) between us and Link Labs, Inc., a Delaware
corporation (“Link”).The second closing under the APA
was to take place on or before December 31, 2019 and involve (i)
Link’s provision of evidence of termination of the existing
agreements (the “Termination of Agreements”)
constituting the second closing assets under the APA( which assets
relate to the development, purchase and ongoing usage and
maintenance fees for the IOTA Link and Conductor system supplied by
Link to us),(ii) our payment of $1,000,000 in cash to Link,
(iii)our payment of $430,666.67 in cash to Link (such payment
representing the second and final payment of certain overdue
invoice payments owed by us to Link), and (iv)our issuance of two
promissory notes to Link( the “Notes”), ,each in the
principal amount of $1,000,000, with the first of such notes due on
or before March 31, 2020 and the second on or before June 30, 2020.
Because we were not able to make the cash payments to Link
described in (ii) and (iii) above by the December 31, 2019 due date
under the APA, on that date we entered into a Side Letter Agreement
with Link whereby we agreed to break the second closing into three
phases . The first phase of the second closing which involved our
issuance of the Notes was completed on December 31, 2019. The
second phase which involved our payment of $1,000,000 to Link was
completed on January 3, 2020. The third and final phase of the
second closing which involves our payment of $430,666.67 to Link
and Link’s provision of the Termination of Agreements is
scheduled to be completed on January 17, 2020.
The
third and final closing under the APA remains scheduled to take
place on or before June 30, 2020, the maturity date of the second
Note.
The
foregoing descriptions of the Notes and Side Letter Agreement do
not purport to be complete and are subject to, and qualified in
their entirety by reference to, the full text of the Notes and Side
Letter Agreement, copies of which are filed as Exhibits 10.1, 10.2,
and 10.3, respectively, to this Current Report on Form
8-K.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
disclosures set forth in Item 1.01 are incorporated by reference
herein.
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Item
9.01 Financial
Statements and Exhibits.
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(d)
Exhibits
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ExhibitNumber
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Exhibit Table
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10.1 †
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$1,000,000
Promissory Note of the Company dated December 31,2019 due March
31,2020.
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10.2 †
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$1,000,000
Promissory Note of the Company dated December 31,2019 due June
30,2020.
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10.3 †
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Side
Letter Agreement dated December 31,2019 between the Company and
Link Labs, Inc.
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†
Filed
herewith
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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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IOTA COMMUNICATIONS, INC.
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Date:
January 8, 2020
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By:
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/s/Terrence
DeFranco
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Name:
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Terrence
DeFranco
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Title:
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Chief
Executive Officer
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