iotc_8k
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 29,
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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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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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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Changes in Registrant’s Certifying Accountant.
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(a)
Dismissal of Previous Independent Registered Public Accounting
Firm
On June
29, 2021, Iota Communications, Inc. (the “Company”)
dismissed Friedman LLP ("Friedman") as the Company’s
independent registered public accounting firm for the fiscal year
ended May 31, 2020. The decision to dismiss Friedman was approved
by the Company’s Board of Directors.
Friedman’s
reports on the Company’s consolidated financial statements as
of May 31, 2019 and May 31, 2018, did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles,
except that such reports contained an explanatory paragraph that
stated that the Company had experienced recurring net losses and
negative cash flows from operations, and had an accumulated deficit
and a working capital deficit, which conditions raised substantial
doubt about the Company’s ability to continue as a going
concern.
During
the fiscal years ended May 31, 2019 and May 31, 2018 and the
subsequent interim period through June 29, 2021, there were no
“disagreements” (as such term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304) with Friedman on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction
of Friedman, would have caused Friedman to make reference to the
subject matter of the disagreements or reportable events in
connection with its reports on the consolidated financial
statements for such years. During the fiscal years ended May 31,
2019 and May 31, 2018, and the subsequent interim period through
June 29, 2021, there have been no “reportable events”
(as such term is defined in Item 304 (a)(1)(v) of Regulation S-K),
except for the material weakness described in Item 9A of the
Company’s Annual Report on Form 10-K for the fiscal year
ended May 31, 2019.
The
Company provided Friedman with a copy of the disclosure it is
making herein in response to Item 304(a) of Regulation S-K and
requested that Friedman furnish the Company with a copy of its
letter addressed to the Securities and Exchange Commission (the
“SEC”), pursuant to Item 304(a)(3) of Regulation S-K,
stating whether Friedman agrees with the statements made by the
Company in response to Item 304(a) of Regulation S-K. A copy of
Friedman’s letter to the SEC dated July 1, 2021 is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting
Firm
On June
29, 2021, the Company’s Board of Directors approved the
engagement of 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, nor any party on behalf of the Company, consulted with
Marcum regarding either (i) the application of accounting
principles to a specified transaction, either completed or
proposed, or the audit opinion that might be rendered regarding the
Company’s consolidated financial statements, and no written
report or oral advice was provided to the Company that 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)(1)(iv) of Regulation S-K and
the related instructions) or a “reportable event” (as
such term is defined in Item 304(a)(1)(v) of Regulation
S-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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Letter from Friedman LLP to the
Securities and Exchange Commission dated July 1,
2021
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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 1,
2021
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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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