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| EX-99.1 - PRESS RELEASE - IOTA COMMUNICATIONS, INC. | iotc_ex991.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): July 2,
2021
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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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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None
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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. ☐
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective July 2, 2021, Barclay Knapp resigned as a member of the
Board of Directors (the “Board”) of Iota
Communications, Inc. (the “Company”) and as Executive
Chairman. Mr. Knapp’s resignation was not the result of any
disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
On July
6, 2021, the sole member of the Board, adopted the resolution to
increase the number of directors of the Board from one (1) to five
(5) and appointed Kathy
Hanrahan, Paul Baldwin, James Ratigan and Mark E. Romano as
directors, effective immediately, filling the vacancies created by Mr. Knapp’s
resignation and an increase in the
number of directors.
In accordance with the Company’s Amended and Restated Bylaws,
the Board established three classes with staggering terms: Class I,
Class II and Class III. Each director shall serve for a term ending
on the date of the third (3rd)
annual meeting of stockholders following the annual meeting at
which such director was elected, provided that immediately
following the establishment of classes, the term of a director in
Class I shall expire one (1) year after the classification becomes
effective; the term of a director in Class II shall expire two (2)
years after the classification becomes effective and the term of a
director in Class III shall expire three (3) years after the
classification becomes effective. The
Board designated the directors of the indicated classes, as
follows:
The
Class I directors will be Paul Baldwin and James Ratigan, and their
terms will expire at the annual meeting of stockholders to be held
in 2022;
The
Class II directors will be Mark E. Romano and Kathleen Hanrahan,
and their terms will expire at the annual meeting of stockholders
to be held in 2023; and
The
Class III director will be Terrence DeFranco, and his term will
expire at the annual meeting of stockholders to be held in
2024.
Except as otherwise disclosed in this current report on Form 8-K,
there are no arrangements or understandings between Kathleen
Hanrahan, Paul Baldwin, James
Ratigan, Mark E. Romano and any other
person pursuant to which any of them was appointed as a director.
In addition, there are no family relationships between any of
Ms. Kathleen Hanrahan, Mr. Baldwin,
Mr. Ratigan, or Mr.
Romano and any of the Company’s
other officers or directors. Further, except as otherwise disclosed
in this current report on Form 8-K, there are no transactions since
the beginning of the Company’s last fiscal year, or any
currently proposed transaction, in which the Company is a
participant, the amount involved exceeds $120,000, and in which any
of Ms. Hanrahan, Mr.
Baldwin, Mr.
Ratigan, or Mr. Romano
had, or will have, a direct or
indirect material interest.
While the Company is not currently subject to listing requirements
of any national securities exchange that has requirements that a
majority of the board of directors be “independent, ”
nevertheless, the Board has determined that all of our directors,
other than Mr. DeFranco qualify as “independent”
directors as this term is defined by Nasdaq Listing Rule
5605(a)(2), which provides that a director will only qualify as an
“independent director” if, in the opinion of the Board,
that person does not have a relationship that would interfere with
the exercise of independent judgment in carrying out the
responsibilities of a director.
A description of each director’s background and experience is
as follows:
Kathy Hanrahan, 57, has served as Chief Financial Officer of
Red Mountain Weight Loss since December of 2019. In 2010, Ms.
Hanrahan established her own management consulting firm, New
Horizons Management Consulting, focusing on providing financial,
operational, and strategic support to growing organizations within
the State of Arizona. From 1996 to 2010, Ms. Hanrahan was employed
by TASER International Inc., now AXON, serving in several executive
positions, including Chief Executive Officer and Co-Chairperson for
the TASER Foundation for Fallen Officers, from 2008 to 2010,
President and Chief Operating Officer from 2006 to 2008 and Chief
Financial Officer taking the Company public in 2001. She served as
a director of several profit and non-profit public and private
companies from 2011 to 2019, also serving on audit, nominating and
compensation committees. Specifically, from November 2017 until May
2019, Ms. Hanrahan served as a director, as well as a member of
Audit, Governance and Compensation Committee of AMMO, Inc. (POWW),
a public company which shares of common stock were previously
traded on OTCQB, and currently are being traded on The Nasdaq Stock Market
LLC. From December 2011 to May 2017, she served as a
director and a member of Compensation & Governance Committee of
Guardian 8 Holdings, Inc., a public company (OTCQB:GRDH). From 2016
and 2018, Mr. Hanrahan served as a director of the two private
companies: Maria Shireen and SentrySix Defense. Ms. Hanrahan
attended Arizona State University. We
believe that Ms. Hanrahan will be a valuable addition to the Board
based upon her significant executive leadership
experience.
Paul Baldwin, 57, brings more than
30 years of executive leadership experience in the insurance risk
management/reinsurance industry. Specifically, he has consulted to
Fortune 500, middle-market and international companies in multiple
industry sectors to identify and improve operational efficiency,
sales growth, business strategy and execution. He is serving a Vice
President for NFP Insurance, a $1.3bn global insurance broker, the
position he held since 2018. During 2003-2011, Mr. Baldwin served
as several leadership roles for Wells Fargo, including Regional
Director for the Southwest and Executive Vice President and COO for
American E&S providing direction and overall strategy that
achieved tremendous growth in business development, transformation,
and integration nationally. He also held executive roles at
Huntington Insurance as part of Huntington Bank, serving as the
President and CEO of Huntington Insurance from 2011 to 2016. Prior
to that, between 1990 and 2003, Mr. Baldwin served in leadership,
business development, sales and consulting roles for Aon PLC,
Federated Insurance and Zurich North America. We believe Mr. Baldwin
is qualified to serve on our Board based on extensive executive
leadership experience in the insurance and management/reinsurance
and industry, as well as his deep understanding of balance
sheet improvement, risk mitigation, financial planning, mergers and
acquisitions and business development.
Mark Romano, 61, brings over 37 years of technical, program,
and general business management experience. He has broad experience
with government and commercial contracting, owned and successfully
operated commercial businesses, and is well versed in all aspects
of business performance. From 2018 until 2021 Mr. Romano has served
as Sr. Director at L3Harris Technologies Inc. where he is
responsible for P&L of large government programs in the
Wireless Products Group BU and has Senior Leadership accountability
for business strategy and execution across the $2B+ Business
Segment. Between 2013 and 2018, Mr. Romano was Sr. Product manager
for L3Harris’s commercial geospatial division. From
1994-2013, Mr. Romano owned and divested 2 International commercial
geospatial companies serving in Vice President and CTO capacities.
Mr. Romano graduated Keene State College in 1984, specializing in
in Electrical Engineering, and is a subject matter expert with
extensive worldwide published peer reviewed papers, textbooks, and
journals including extensive participation in his industry as a
keynote speaker. We believe that Mr. Romano is highly qualified to
serve on our Board based upon his unique combination of extensive
wireless (technical), commercial (entrepreneurial) and business
management experience with in-depth knowledge
of hardware/software engineering.
James (Jim) Ratigan, 52, is a senior investment banker,
specializing in providing strategic and capital markets advice, and
mergers and acquisitions (M&A) execution for nearly thirty
years. Since September 2016, Mr. Ratigan is serving as a Senior
Managing Director and Head of M&A in Leerink Partners (now SVB
Leerink), where he is focusing on building the firms’
advisory presence. From 2009 to 2016 he served as a Senior Managing
Director, the Head of Americas M&A and member of the Global
M&A Leadership team at Deutsche Bank. Prior to joining Deutsche
Bank, from 1991 to 2009, Mr. Ratigan worked at Merrill Lynch in New
York.Throughout his career, he has worked on hundreds of public and
private deals across a broad range of industries, regions, and
types of strategic advisory assignments. Mr. Ratigan graduated with
honors in 1991 from Brown University. The Board believes that Mr.
Ratigan extensive experience in merger and acquisitions, working in
public and private deals across a broad range of industries,
regions, and types of strategic advisory assignments, will make him
a valuable addition to the Board.
Section 7 - Regulation FD
Item
7.01 Regulation
FD Disclosure.
On July 6, 2021, the Company issued a press release reporting the
appointments of Kathleen Hanrahan, Paul Baldwin, James Ratigan, and Mark E.
Romano as members of the Board. The
text of the press release is furnished as Exhibit 99.1 and
incorporated herein by reference.
The information in this Item 7.01 of this current report on 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 current report on Form 8-K in such
filing.
Cautionary 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. 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.
Section 9 - Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits
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Exhibits
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Description
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Press
Release
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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: July 6,
2021
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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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