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~~June 3129, ~~2020~~2021

IOTA COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-27587	22-3586087
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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):

☐

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))

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. ☐

ITEM 1 4.01 Changes in Registrant’s Certifying Accountant.

~~Entry~~ ~~into~~ (a ~~Material Definitive Agreement.~~)

~~On August~~Dismissal 31, 2020, Iota Communications, Inc. (the “Company”) entered into a Debt Restructuring Agreement with Forced Conversion Rights (the “Restructuring Agreement”), by and between the Company and AIP Asset Management Inc., in its capacity as Security Agent (“AIP”), under a Note Purchase Agreement, dated as of ~~October~~ ~~31,~~Previous ~~2018~~Independent ~~(as~~Registered ~~amended,~~Public ~~restated, supplemented, or otherwise~~Accounting modified from time to time, the “Note Purchase Agreement”), between the Company, AIP, and AIP Convertible Private Debt Fund L.P. f/k/a/ AIP Global Macro Fund L.P, and any other parties that become Noteholders from time to time, collectively (the “Noteholders”).Firm

~~In connection~~On ~~with the Restructuring Agreement; all outstanding notes~~June ~~previously~~29, ~~issued~~2021, ~~under~~Iota ~~the~~Communications, ~~Note Purchase Agreement were cancelled~~Inc. In ~~addition,~~ (the ~~14,673,800 shares of common stock and 21,350,000~~“Company”) ~~warrants~~dismissed toFriedman ~~purchase~~LLP ~~shares~~("Friedman") ofas ~~common stock previously issued to~~ the ~~Noteholders, and the~~ Company’s independent ~~obligation~~registered topublic ~~issue~~accounting ~~an additional~~firm ~~2,000,000~~for ~~shares~~the offiscal ~~common~~year ended ~~stock~~May ~~to the Noteholders~~31, ~~were~~ ~~cancelled~~2020. The ~~canceled~~decision ~~notes,~~to ~~shares,~~dismiss ~~and~~Friedman ~~warrants~~was ~~were~~approved ~~replaced~~by ~~with a secured convertible replacement note (~~the ~~“Replacement~~ ~~Note”)~~Company’s ~~and~~Board ~~a secured convertible royalty note (the “Royalty Note”). Upon execution~~ of ~~the Restructuring Agreement, the Company borrowed an additional $1,100,000 under the Replacement Note~~Directors.

~~The~~Friedman’s ~~Replacement~~reports ~~Note,~~on ~~with~~the aCompany’s ~~principal~~consolidated ~~balance~~financial statements as of $9May 31,~~000,000,~~ 2019 and ~~the Royalty~~May ~~Note~~31, ~~with~~2018, adid ~~principal~~not ~~balance~~contain an adverse opinion or a disclaimer of $6opinion and were not qualified or modified as to uncertainty,~~000~~ audit scope,~~000~~ ~~(collectively~~or accounting principles, except that such reports contained an explanatory paragraph that stated that the ~~“Notes”),~~Company ~~both~~had ~~mature~~experienced onrecurring ~~November~~net ~~30,~~losses ~~2021~~and negative cash flows from operations, ~~unless~~and had an accumulated deficit ~~earlier~~and ~~converted~~a inworking ~~accordance~~capital ~~with~~deficit, ~~the~~which ~~terms~~conditions ofraised substantial doubt about the ~~Restructuring~~Company’s ability to continue as a going ~~Agreement~~concern.

~~The~~During ~~Notes~~the ~~bear~~fiscal ~~interest~~years atended aMay ~~rate~~31, of2019 ~~10%~~and ~~per~~May ~~annum~~31, ~~provided~~2018 ~~that~~and the ~~during~~subsequent aninterim ~~event~~period ofthrough ~~default~~June 29, ~~they~~2021, ~~will~~there ~~bear~~were ~~interest~~no “disagreements” at(as asuch ~~rate~~term ofis defined in Item ~~20%~~304(a)(1)(iv) ~~per~~of ~~annum.~~Regulation ~~The~~S-K ~~Company~~and ~~has~~the ~~prepaid~~related ~~interest~~instructions to Item 304) with Friedman on ~~the~~any ~~Replacement~~matter of accounting principles or ~~Note~~practices, ~~through~~financial ~~December~~statement 31disclosure, ~~2020.~~or ~~Beginning~~auditing ~~January~~scope 1or procedure, ~~2021,~~which ~~interest~~disagreements if not resolved to the satisfaction onof Friedman, would have caused Friedman to make reference to the subject ~~Replacement~~matter ~~Note~~of ~~will~~the bedisagreements ~~calculated~~or ~~monthly~~reportable events in connection with 4%its ~~payable~~reports on the consolidated financial ~~monthly~~statements for such years. During the fiscal years ended May 31, 2019 and 6%May ~~added~~31, ~~monthly~~2018, toand the ~~outstanding~~subsequent ~~principal~~interim ~~balance~~period through ~~until~~June ~~the~~29, ~~entire~~2021, ~~principal~~there ~~balance~~have ~~has~~ been ~~repaid~~no “reportable events” (as such term is defined in ~~full.~~Item 304 (a)(1)(v) of Regulation S-K), ~~Interest~~except onfor the ~~Royalty~~material ~~Note~~weakness ~~will~~described bein ~~calculated~~Item ~~monthly~~9A ~~and~~of ~~added~~the toCompany’s Annual Report on Form 10-K for the ~~outstanding~~fiscal ~~principal~~year ended ~~balance~~May 31, 2019.

InThe ~~addition,~~Company ~~and~~provided asFriedman ~~specified~~with ~~within~~a ~~the~~copy ~~Royalty~~of ~~Note,~~ the ~~Company will~~disclosure ~~pay~~it ~~the~~is making ~~Noteholders~~herein ain ~~royalty~~response ~~equal~~ to 5%Item 304(a) of ~~the~~Regulation S-K and ~~Company’s~~requested ~~revenues,~~that ~~with~~Friedman furnish the ~~first~~Company ~~payment~~with ~~made~~a nocopy ~~later~~of ~~than~~its ~~September~~letter ~~20,~~addressed ~~2021~~to ~~for~~ the ~~Company’s~~Securities ~~fiscal~~and ~~year~~Exchange ~~ending~~Commission ~~May~~(the 31“SEC”), ~~2021.~~pursuant ~~Thereafter~~to Item 304(a)(3) of Regulation S-K, stating ~~and~~whether ~~until~~Friedman ~~the~~agrees ~~Royalty~~with ~~Note~~the isstatements ~~fully~~made ~~repaid~~by orthe ~~converted,~~Company ~~the~~in ~~royalty~~response ~~payments~~to ~~are~~Item ~~due~~304(a) ~~monthly,~~of inRegulation ~~arrears,~~S-K. inA ancopy of ~~amount~~Friedman’s ~~equal~~letter to 5%the ofSEC ~~the~~dated ~~Company’s~~July ~~revenues~~1, ~~for~~2021 ~~such~~is filed as ~~month~~Exhibit 16.1 to this Current Report on Form 8-K.

~~The~~ ~~Company may elect to convert all or part of the principal balance, together with accrued and unpaid interest and any other amount then payable under the Notes, into Units~~ (~~defined below~~b) at any time all of the conditions specified within the Restructuring Agreement are met., at a conversion price of $0.12 (subject to adjustment as provided in the Restructuring Agreement) (the “Conversion Price”). Each Noteholder has the right, at such Noteholder’s option, at any time, to convert all or part of the Notes, together with accrued and unpaid interest and any other amount then payable under the Notes, into Units, at the Conversion Price. A Unit consists of one share of common stock of the Company and one warrant entitling the holder thereof to subscribe for one share of common stock of the Company for a period of 60 months from the date of issuance at an exercise price of $0.12 per share (subject to adjustment as provided in the Restructuring Agreement).

~~The Restructuring~~Appointment Agreement waives compliance by the Company, and any default associated with the Company’s failure to comply with certain monthly paydown and financial covenants under the Note Purchase Agreement provided the Company meets three specific criteria by the specified deadlines in the Restructuring Agreement. The Company has met one of ~~the~~New ~~three~~Independent ~~criteria~~Registered byPublic ~~the applicable~~Accounting ~~deadline. If the other two criteria are not met by their applicable deadlines, an event of default could occur.~~Firm

AsOn ~~part~~June 29, 2021, the Company’s Board of Directors approved the engagement ~~debt~~of ~~restructuring~~Marcum LLP (“Marcum”) as the Company’s new independent registered public accounting firm for the fiscal year ended May 31, 2020, effective immediately. During the fiscal years ended May 31, 2019 and May 31, 2018 and the subsequent interim period through June 29, 2021, neither the Company, ~~agreed~~nor any party on behalf of the Company, consulted with Marcum regarding either (i) the application of accounting principles to ~~issue~~a 5specified transaction,~~000~~ either completed or proposed,~~000~~ or the audit opinion that might be rendered regarding the ~~shares~~Company’s ofconsolidated ~~its~~financial ~~common~~statements, ~~stock~~and no written report or oral advice was provided to ~~AIP~~the ~~Private~~Company ~~Capital~~that ~~Inc.~~Marcum concluded was an important factor considered by the Company in deciding on any accounting, auditing, or financial reporting issue, or (ii) any matter subject to any “disagreement” (as such term is defined in Item 304(a ~~prepayment~~)(1)(iv) of ~~all~~Regulation ~~monitoring~~S-K ~~fees~~and the ~~payable~~related ~~until~~instructions) ~~the~~or ~~Notes~~a ~~are~~“reportable ~~fully~~event” (as ~~repaid~~such orterm ~~converted~~is defined in Item 304(a)(1)(v) of Regulation S-K).

The foregoing summary of the Restructuring Agreement, the Replacement Note, and the Royalty Note does not purport to be complete and is qualified in its entirety by reference to the Restructuring Agreement and the Notes, which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

See the discussion set forth in Item 1.01, “Entry into a Material Definitive Agreement” of this Current Report on Form 8-K, which discussion is incorporated herein by this reference.

ITEM 3.02

Unregistered Sales of Equity Securities.

See the discussion set forth in Item 1.01, “Entry into a Material Definitive Agreement” of this Current Report on Form 8-K, which discussion is incorporated herein by this reference. The issuance of the shares of the Company’s common stock, the Replacement Note, and the Royalty Note (and securities issuable upon conversion thereof) were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
10.1	Debt Restructuring Agreement between the Company and AIP
16.1	Letter from Friedman LLP to the Securities and Exchange Commission dated July 1, 2021
10.2	Secured Convertible Replacement Note Issued by the Company
10.3	Secured Convertible Royalty Note Issued by the Company

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.

	IOTA COMMUNICATIONS, INC.
Date: September 23, 2020	By:	/s/ Terrence DeFranco
Date: July 1, 2021	By:	/s/ Terrence DeFranco
		Name: Terrence DeFranco
		Title: Chief Executive Officer

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