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): April 14,
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 8.01
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Other Events.
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In December 2019, a novel strain of coronavirus was reported to
have surfaced in Wuhan, China, which has and is continuing to
spread throughout the world, including the United States. On
January 30, 2020, the World Health Organization (the
“WHO”) declared the outbreak of coronavirus disease
2019 (“COVID-19”) a “Public Health Emergency of
International Concern”, and on March 11, 2020, the WHO
characterized the outbreak as a
“pandemic”.
Iota Communications, Inc. (the “Company”) is filing
this Current Report on Form 8-K to avail itself of an extension to
file its Quarterly Report on Form 10-Q for the three and nine
months ended February 29, 2020 (the “Quarterly
Report”), originally due on April 14, 2020, in reliance on an
order issued by the Securities and Exchange Commission (the
“SEC”) on March 25, 2020 pursuant to Section 36 of the
Securities Exchange Act of 1934, as amended (Release No. 34-88465)
(the “Order”), granting an extension to certain public
companies that are impacted by COVID-19 to file their annual
reports and quarterly reports.
The Company has been following the recommendations of public health
authorities and has taken steps to minimize its employees’
exposure to COVID-19, including the temporary closures of its
offices, and having its employees work remotely to the extent
possible, which has adversely affected their efficiency. As a
result, the Company’s books and records are not easily
accessible, resulting in delays in the preparation and review of
the Company’s unaudited condensed consolidated financial
statements and the Quarterly Report.
As such, the Company will be relying upon the 45-day extension
provided by the SEC’s Order to file its Quarterly Report. The
Company expects to file its Quarterly Report no later than May 29,
2020, 45 days after the original due date of the Quarterly Report.
In addition, the Company expects to file the previously announced
restatement of its unaudited condensed consolidated interim
financial statements as of and for the three and six months ended
November 30, 2019 on an amended Form 10-Q no later than May 29,
2020.
The Company is supplementing the risk factors previously disclosed
in its Annual Report on Form 10-K for the year ended May 31, 2019
with the following risk factor:
A pandemic, epidemic or outbreak of an infectious disease, such as
COVID-19, may materially and adversely affect our
business.
Our business, results of operations, and financial condition may be
materially adversely impacted if a public health outbreak,
including the recent COVID-19 pandemic, interferes with our
ability, or the ability of our employees, contractors, suppliers,
and other business partners to perform our and their respective
responsibilities and obligations relative to the conduct of our
business. In addition, the impact of the COVID-19 pandemic on the
global financial markets may reduce our ability to access capital,
which could negatively impact our business, results of operations,
and ability to continue as a going concern. Our business has been
disrupted by COVID-19. The ultimate disruption that may be caused
by the pandemic is uncertain; however, it may result in a material
adverse impact on the Company’s financial position,
operations, and cash flows. Possible effects may include, but are
not limited to, disruption to our customers and revenue,
absenteeism in our labor workforce, unavailability of products and
supplies used in our operations, shutdowns that may be mandated or
requested by governmental authorities, and a decline in the value
of our assets, including various long-lived assets.
Forward-Looking Statements
Certain of the statements contained in this report should be
considered forward-looking statements. These forward-looking
statements may be identified by words such as “may,”
“will,” “expect,” “intend,”
“anticipate,” “believe,”
“estimate,” “plan,” “project,”
“could,” “should,” “would,”
“continue,” “seek,” “target,”
“guidance,” “outlook,” “if current
trends continue,” “optimistic,”
“forecast” and other similar words. Such statements
include, but are not limited to, statements about the
Company’s plans, objectives, expectations, intentions,
estimates, and strategies for the future, and other statements that
are not historical facts. These forward-looking statements are
based on the Company’s current objectives, beliefs, and
expectations, and they are subject to significant risks and
uncertainties that may cause actual results, financial position,
and timing of certain events to differ materially from the
information in the forward-looking statements. These risks and
uncertainties include, but are not limited to, those set forth in
the Company’s Annual Report on Form 10-K for the fiscal year
ended May 31, 2019, and other risks and uncertainties listed from
time to time in the Company’s other filings with the SEC.
There may be other factors of which the Company is not currently
aware that may affect matters discussed in the forward-looking
statements and may also cause actual results to differ materially
from those discussed. In addition, there is uncertainty about the
spread of the COVID-19 virus and the impact it may have on the
Company’s operations and economic activity in general. The
Company does not assume any obligation to publicly update or
supplement any forward-looking statement to reflect actual results,
changes in assumptions, or changes in other factors affecting these
forward-looking statements other than as required by law. Any
forward-looking statements speak only as of the date hereof or as
of the dates indicated in the statement.
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: April 14,
2020
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By:
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/s/ Terrence
DeFranco
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Name: Terrence
DeFranco
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Title:
Chief
Executive Officer
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