Attached files
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| EX-17.1 - LETTER - IOTA COMMUNICATIONS, INC. | iotc_ex171.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): June 30,
2020
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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(IRS Employer
Identification No.)
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600 Hamilton Street, Suite 1010
Allentown, PA 18101
(Address of principal executive offices)
Registrant’s telephone number, including area code: (855)
743-6478
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: None
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 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On June
30, 2020, Carole Downs voluntarily resigned from the board of
directors (the “Board”) of Iota Communications, Inc.
(the “Company”), effective immediately.
Ms.
Downs’ letter of resignation (the “Resignation
Letter”) indicates that her decision to resign was based on
her concerns regarding the Board’s operating procedures. In
her letter, she expressed her disagreement with certain policies
and practices of the Company. The description of the Resignation
Letter contained herein is qualified in its entirety by reference
to the full text of the Resignation Letter, which is filed herewith
as Exhibit 17.1.
The
Board disagrees with Ms. Downs’ characterization of the
Board’s operating procedures and believes that it has
consistently acted in accordance with the requirements of the
Company’s governing documents and in the best interests of
its stockholders, with a particular focus on enhancing shareholder
value.
A copy of this Current Report on Form 8-K has been provided to Ms.
Downs. The Company will promptly file any letter provided by Ms.
Downs in relation thereto by amendment to this Form
8-K.
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ITEM 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
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Exhibit Number
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Description
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Resignation Letter
of Carole Downs dated June 30, 2020
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SIGNATURE
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: July 2,
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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