Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
|
Iota Communications,
Inc.
|
|
(Name of
Issuer)
|
|
Common Stock, par value $0.0001 per
share
|
|
(Title of Class of Securities)
|
|
46225M103
|
|
(CUSIP
Number)
|
|
Terrence DeFranco
Chief Executive Officer
Iota Communications, Inc.
600 Hamilton Street, Suite 1010
Allentown, PA 18101
(855) 743-6478
|
|
(Name, address and telephone number of
person
authorized to receive notices and
communications)
|
|
September
5, 2018
|
|
(Date of event which requires filing of this
statement)
|
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box .☐
NOTE: Schedules
filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of
this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to
be “filed” for purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the
Notes)
|
CUSIP No.
46225M103
|
SCHEDULE
13D
|
Page _2_
of _7_ Pages
|
|
1
|
NAME OF REPORTING
PERSONS
Spectrum Networks
Group, LLC
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
OO
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Arizona
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
0
|
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
97,729,429
|
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
0
|
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
97,729,429
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,729,429
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
34.7% (1)
|
|||
|
14
|
TYPE OF REPORTING
PERSON
OO
|
|||
(1)
Percentage
calculated based on a total of 281,615,983 shares of common stock
outstanding as of August 3, 2020.
|
CUSIP No.
46225M103
|
SCHEDULE
13D
|
Page _3_
of _7_ Pages
|
|
1
|
NAME OF REPORTING
PERSONS
Carole
Downs
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
OO
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
0
|
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
97,729,429
|
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
0
|
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
97,729,429
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,729,429
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
34.7% (1)
|
|||
|
14
|
TYPE OF REPORTING
PERSON
IN
|
|||
(1)
Percentage
calculated based on a total of 281,615,983 shares of common stock
outstanding as of August 3, 2020.
|
CUSIP No.
46225M103
|
SCHEDULE
13D
|
Page _4_
of _7_ Pages
|
|
1
|
NAME OF REPORTING
PERSONS
James B.
Knapp
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
OO
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
36,864,715
|
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
97,729,429
|
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
36,864,715
|
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
97,729,429
|
|
|
| 11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,594,144
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
47.8% (1)
|
|||
|
14
|
TYPE OF REPORTING
PERSON
IN
|
|||
(1)
Percentage
calculated based on a total of 281,615,983 shares of common stock
outstanding as of August 3, 2020.
|
CUSIP No.
46225M103
|
SCHEDULE
13D
|
Page _5_
of _7_ Pages
|
Item
1.
Security
and Issuer.
This Schedule
relates to the shares of common stock, par value $0.0001 per share
(the “Common Stock”), of Iota Communications, Inc. (the
“Issuer”). The principal executive offices of the
Issuer are located at 600 Hamilton
Street, Suite 1010, Allentown, PA 18101.
Item
2.
Identity
and Background.
(a) and
(f)This Schedule is being jointly filed pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”), by the persons listed below (the
“Reporting
Persons”).
|
|
1)
|
Spectrum
Networks Group, LLC, a Delaware limited liability company
(“SNG”);
|
|
|
|
|
|
|
2)
|
Carole
Downs, a U.S. citizen (“Downs);
|
|
|
|
|
|
|
3)
|
James
B. Knapp, a U.S. citizen (“Knapp”);
|
|
|
|
|
(b)
The residence or
business address of each of the Reporting Persons is listed
below.
|
|
1)
|
SNG
— 3712 E. Highland Ave., Phoenix, AZ 85018
|
|
|
|
|
|
|
2)
|
Downs
— 3712 E. Highland Ave., Phoenix, AZ 85018
|
|
|
|
|
|
|
3)
|
Knapp
— c/o Iota Communications, Inc., 600 Hamilton Street, Suite 1010, Allentown, PA
18101
|
|
|
|
|
(c)
The principal
business of SNG is spectrum investments; Ms. Downs is retired; and
Mr. Knapp is Executive Chairman of the Issuer.
(d)
None of the
Reporting Persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
None of the
Reporting Persons has, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction, and as a result of such proceeding was or
is subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Item
3.
Source
or Amount of Funds or Other Consideration.
The information set
forth in or incorporated by reference into Items 4 and 6 of this
Schedule 13D is hereby incorporated by reference in its entirety
into this Item 3.
Item
4.
Purpose
of the Transaction.
SNG received 134,594,144 shares of Common Stock of
the Issuer on September 5, 2018 in connection with the merger (the
"Merger")
of Iota Networks, LLC into M2M Spectrum Networks, LLC, a former
wholly-owned subsidiary of SNG, which included 129,555,432 shares
of Common Stock issued in connection with the Merger and 5,038,712
shares of Common Stock issued as a result of a conversion of $5
million plus accrued interest of convertible debt held by
SNG.
On
October 30, 2019, SNG transferred 36,864,715 shares of Common Stock
directly to Knapp.
The
Reporting Persons may, from time to time, purchase additional
securities of the Issuer either in the open market or in
privately-negotiated transactions, depending upon the Reporting
Persons’ evaluation of the Issuer’s business, prospects
and financial condition, the market for such securities, other
opportunities available to the Reporting Persons, general economic
conditions, stock market conditions and other factors. Depending
upon the factors noted above, the Reporting Persons may also decide
to hold or dispose of all or part of their investments in
securities of the Issuer and/or enter into derivative transactions
with institutional counterparties with respect to the
Issuer’s securities.
Item
5.
Interest
in Securities of the Issuer.
(a) and (f) As of
the date of this Schedule 13D, SNG beneficially owns an aggregate
of 97,729,429 shares of Common Stock, or 34.7% of the
Issuer’s outstanding shares of Common Stock, which it holds
directly.
Downs,
as a manager of SNG, may be deemed the beneficial owner of the
97,729,429 shares of Common Stock held directly by SNG, or 34.7% of
the Issuer’s outstanding shares of Common Stock.
Knapp,
as a manager of SNG, may be deemed the beneficial owner of the
97,729,429 shares of Common Stock held directly by SNG, and
36,864,715 shares of Common Stock he holds directly, for an
aggregate of 134,594,144 shares of Common Stock, or 47.7% of the
Issuer’s outstanding shares of Common Stock.
The
beneficial ownership percentages used in this Schedule are
calculated based on a total of 281,615,983 shares of Common Stock
outstanding as of August 3, 2020, asprovided by the
Issuer.
(b)
As of the date of
this Schedule 13D, SNG is deemed to share voting and dispositive
power with respect to 97,729,429 shares of Common Stock; Downs is
deemed to share voting and dispositive power with respect to
97,729,429 shares of Common Stock; and Knapp is deemed to share
voting and dispositive power with respect to 97,729,429 shares of
Common Stock and have sole voting and dispositive power with
respect to 36,864,715 shares of Common Stock.
(c)
Except as described
in Items 3 and 4 of this Schedule, which descriptions are
incorporated herein by reference, none of the Reporting Persons has
effected any transactions in the Common Stock during the past 60
days.
(d)
Except as disclosed
in Item 2, no person is known to the Reporting Persons to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any securities covered by
this Schedule.
(e)
Not
Applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to Rule
13d-i(k) promulgated under the Exchange Act, the Reporting Persons
have entered into an agreement attached hereto as Exhibit 1, with respect to the
joint filing of this Schedule 13D and any amendment or amendments
hereto.
Except
as described herein, there are no contracts, arrangements,
undertakings or relationship (legal or otherwise) among the persons
named in Item 2 above or between such persons and any other person
with respect to any securities of the Issuer.
Item
7.
Material
to be filed as Exhibits.
|
Exhibit
1
|
|
Joint
Filing Agreement dated August 4, 2020 by the Reporting
Persons
|
SIGNATURES
After reasonable
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.
|
|
|
|
|
|
|
|
|
|
|
Dated: August 4,
2020
|
By:
|
/s/ Carole L. Downs
|
|
|
|
|
Name: Carole L. Downs
|
|
|
|
|
Title: Member, Board of
Managers
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: August 4,
2020
|
/s/ Carole Downs
|
|
|
|
|
Carole Downs
|
|
|
|
|
|
|
|
|
|
/s/ James B. Knapp
|
|
|
|
|
James B. Knapp
|
|
|
|
|
|
|
|