UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment N umber 2 )
( Rule 14d-100 )
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
IOTA COMMUNICATIONS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Class of Warrants to Purchase Common Stock with an Exercise Price of $0.3753 Issued in September 2018 in
Exchange for Warrants Issued between March 2018 and July 2018
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Barclay Knapp
Chief Executive Officer
Iota Communications, Inc.
540 Union Square
New Hope, PA 18938
(855) 743-6478
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
Joseph M. Lucosky, Esq.
Steven A. Lipstein, Esq.
Lucosky Brookman LLP
101 Wood Avenue South
Woodbridge, New Jersey 08830
(732) 395-4400
CALCULATION OF FILING FEE
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Transaction valuation * |
Amount of filing fee ** |
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$12,504,542 |
$1,516.00 |
*Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(a)(4) and Rule 0-11(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This calculation assumes the exercise by the holders of a total of 18,281,494 warrants to purchase common stock for which such holders will receive certain services and a total of 21,937,793 shares of common stock (the holders will receive an extra 3,656,299 shares as part of the offer in addition to 18,281,494 shares of common stock to which they are entitled pursuant to the warrant exercise) which are valued at $0.57 per share, the average of the high and low prices of Iota Communications, Inc.’s (the “Company”) shares of common stock as reported by the OTCQB for December 7, 2018.
**The amount of the filing fee, calculated in accordance with Rule 0-11(b) under the Exchange Act, equals $121.20 per million dollars of the transaction valuation.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: $ 1,516.00 |
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Filing Party: Iota Communications, Inc. |
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Form or Registration No.: Schedule TO |
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Date Filed: December 11, 2018 |
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Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on December 11, 2018 (as amended by Amendment No. 1 filed with the Commission on January 7, 2019, the “Schedule TO”) relating to the following exchange offer by Iota Communications, Inc. (the “Company” or “Iota” or “we”, “us”, or “our”): upon the holders of up to 18,281,494 of that certain class of warrants, each to purchase one share of common stock, with an exercise price of $0.3753 per share and each issued in September 2018 in exchange for warrants issued by us between March 2018 and July 2018 to individuals and entities in connection with such individuals and entities purchasing certain wireless spectrum services from us between March 2018 and July 2018 (the “Warrants”), exercising such Warrants for the cash exercise price of $0.3753 per share, Iota shall: (i) issue up to 21,937,793 shares of common stock (the holders will receive up to an extra 3,656,299 shares (a 20% bonus) as part of the offer in addition to the up to 18,281,494 shares of common stock to which they are entitled pursuant to the warrant exercise); and (ii) provide services to the holders such that the holders will receive, within twelve (12) months of the expiration date of this tender offer, at least 1.1373 megahertz pops (“MHz-POPs”) (the amount of megahertz of wireless spectrum covered by an exclusive Federal Communications Commission (“FCC”) radio frequency license (“FCC License Authorization”) multiplied by the population in the Economic Area (as defined by the FCC) covered by such FCC license) in FCC License Authorizations for each Warrant exercised. The offer is being made upon the terms and subject to certain conditions set forth in the Offer to Exercise and Exchange dated December 11, 2018, as amended by this Amendment (the “Offer to Exercise and Exchange”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter to Holders of Warrants, as amended by this Amendment (the “Letter”), which, as amended or supplemented from time to time, together constitute the offer (the “Offer”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
The purpose of this Amendment is to amend and supplement the Schedule TO and the Tender Offer. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in this Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On January 18, 2019, the Company issued a press release announcing the final results of the Tender Offer, which expired at 11:59 p.m., New York City time, on January 11, 2019. A copy of the press release is filed as Exhibit (a)(5)(A) hereto and is incorporated herein by reference.
Additionally, the Company raised approximately $4,624,586.37 in gross cash proceeds from the exercise of 12,322,368 Warrants as part of the tender offer. Participating investors will receive 14,786,844 shares of Common Stock by February 15, 2019. Investors also received credits for 14,351,047 MHz-Pops to be used to acquire new spectrum licenses.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit
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Description |
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(a)(5)(A) |
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Press release dated January 18, 2019. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Iota Communications, Inc. |
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By: |
/s/ Barclay Knapp |
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Name: Barclay Knapp |
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Title: Chairman and Chief Executive Officer |
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Date: January 18, 2019
Iota Communications, Inc. Completes Successful Tender Offer
NEW HOPE, PA January 18, 2019 – IOTA COMMUNICATIONS, INC. (“Iota”) (OTCQB: IOTC), the Internet of Things (“IoT”) wireless networking company, announced today that on January 11, 2019 it successfully completed a tender offer to its class of Warrants to purchase Common Stock with an exercise price of $0.3753 issued between March 2018 and July 2018 (the “Warrants”). Iota raised approximately $4,624,586.37 in gross cash proceeds from the exercise of 12,322,368 Warrants as part of the tender offer. Participating investors will receive 14,786,844 shares of Common Stock by February 15, 2019, but likely at an earlier date. Investors also received credits for 14,351,047 MHz-Pops to be used to acquire new spectrum licenses.
Iota offered its existing Warrant holders the opportunity to exercise their Warrants and receive up to 21,937,793 shares of Iota’s common stock, a 20% bonus. Approximately 81% of the Company’s outstanding Warrants were exercised in the tender offer.
Net proceeds are anticipated to be approximately $4,114,589.92 after deducting solicitation agent fees and other offering expenses and are expected to primarily be used for expanding Iota’s IoT network business in addition to other general working capital purposes.
Barclay Knapp, Iota’s Chairman and Chief Executive Officer commented, “We are very pleased with the results of our Tender Offer, and want to thank all of our Warrant holders for their consideration and support. This offering is expected to improve our shareholders equity and reduce our warrant overhang as we prepare for our uplisting to a major exchange. The approximate $4.1 million in proceeds will primarily be used to accelerate the development of our new, nationwide wireless carrier network system dedicated to IoT connectivity, in addition to other general working capital purposes.
GP Nurmenkari, Inc. acted as the placement agent with respect to the Tender Offer.
The complete terms of the tender offer were set forth in the Tender Offer Statement on Schedule TO and related exhibits filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2018, as amended. Copies of the Schedule TO, the prospectus and other related materials are available on the SEC’s website, at www.sec.gov.
COMPANY DESCRIPTION
Iota is a new, nationally-available, wireless network carrier system and applications platform dedicated to the Internet of Things. Iota sells recurring-revenue solutions that optimize energy usage, sustainability and operations for commercial and industrial facilities - principally to Enterprise customers - 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.
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.
Contacts:
Barclay Knapp – Chairman and Chief Executive Officer
Terrence DeFranco – President and Chief Financial Officer
Toll-free: (855) 743-6478