IOTC / Iota Communications Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FORM C/A AND EXHIBITS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM C/A UNDER THE SECURITIES ACT OF 1933 (Mark one.) ☐ Form C: Offering Statement ☐ Form C-U: Progress Update ☑ Form C/A: Amendment to Offering Statement  Check box if Amendment is material and investors must reconfirm within five business days. This material amendment is filed to update the Directors, Officers, Managers and

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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) February 1, 2022 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) January 7, 2022 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commissio

Letter of Friedman LLP, dated March 4, 2022

EXHIBIT 7.1

IOTC / Iota Communications Inc / L2 Capital, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Iota Communications Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46225M103 (CUSIP Number) L2 Capital, LLC 411 Dorado Beach East Dorado, PR 00646 1-816-960-0100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communicatio

Current Report

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): September 1, 2021 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 iotc8k.htm CURRENT REPORT 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): July 2, 2021 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdictio

IotaComm Announces New Independent Board of Directors Adds Business Operations and Capital Markets Expertise

EX-99.1 2 iotcex991.htm PRESS RELEASE Exhibit 99.1 IotaComm Announces New Independent Board of Directors Adds Business Operations and Capital Markets Expertise ALLENTOWN, PA (ACCESSWIRE) – July 6, 2021 - Iota Communications, Inc. (OTC: IOTC) ("IotaComm" or the "Company"), a wireless communication and data analytics software company, today announced the appointments of Kathy Hanrahan, Paul Baldwin,

EX-16.1

EX-16.1 2 iotcex161.htm LETTER ON CHANGE IN CERTIFYING ACCOUNTANT Exhibit 16.1

Current Report

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) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commission

Promissory Note issued by the Company to Rodney Speight, dated February 18, 2020

Exhibit 4.23

EX-10.42

Exhibit 10.42

EX-10.46

EX-10.46 33 iotcex1046.htm EX-10.46 Exhibit 10.46

EX-4.30

EX-4.30 12 iotcex430.htm EX-4.30 Exhibit 4.30

EX-4.34

Exhibit 4.34

Third Amendment to Convertible Promissory Note (May) issued by the Company to LGH Investments, LLC, dated April 1, 2020

Exhibit 4.27

EX-10.45

Exhibit 10.45

Securities Purchase Agreement by and between the Company and Rodney Speight, dated February 17, 2020

Exhibit 4.22

EX-4.50

EX-4.50 23 iotcex450.htm EX-4.50 Exhibit 4.50

EX-10.38

Exhibit 10.38

EX-10.44

Exhibit 10.44

EX-10.41

EX-10.41 28 iotcex1041.htm EX-10.41 Exhibit 10.41

EX-4.46

Exhibit 4.46

EX-4.37

Exhibit 4.37

Convertible Promissory Note dated December 19, 2019 issued by the Company to Oasis Capital, LLC

Exhibit 4.13

EX-10.43

Exhibit 10.43

EX-10.37

Exhibit 10.37

EX-4.47

Exhibit 4.47

EX-4.49

EX-4.49 22 iotcex449.htm EX-4.49 Exhibit 4.49

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 29, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-27587 IOTA COMMUNICATIO

SUBSCRIPTION AGREEMENT

Exhibit 10.40 SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is dated as of , 2020 (the ?Effective Date?), by and among Iota Communications, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"). RECITALS A. The Company and each Pu

Securities Purchase Agreement by and between the Company and Oasis Capital, LLC, dated December 19, 2019

Exhibit 4.14

Second Amendment to Convertible Promissory Note (May) issued by the Company to LGH Investments, LLC, dated January 29, 2020

Exhibit 4.21

First Amendment to Convertible Promissory Note (September) issued by the Company to LGH Investments, LLC, dated April 1, 2020

EX-4.26 9 iotcex426.htm EX-4.26 Exhibit 4.26

EX-4.33

Exhibit 4.33

EX-10.31

Exhibit 10.31

Securities Purchase Agreement by and between the Company and Dean Amato dated January 16, 2020

Exhibit 4.19

Promissory Note dated January 16, 2020 issued by the Company to Dean Amato

Exhibit 4.20

Second Amendment to Convertible Promissory Note (September) issued by the Company to LGH Investments, LLC, dated May 5, 2020

EX-4.29 11 iotcex429.htm EX-4.29 Exhibit 4.29

EX-4.38

Exhibit 4.38

EX-4.44

Exhibit 4.44

EX-4.45

EX-4.45 18 iotcex445.htm EX-4.45 Exhibit 4.45

EX-4.48

Exhibit 4.48

Agreement and Waiver between the Company and AIP, dated March 25, 2020

Exhibit 10.28

Secured Non-Convertible Promissory Note issued by the Company to AIP, dated March 30, 2020

Exhibit 4.18

Secured Convertible Promissory Note issued by the Company to Lucas Hoppel, dated September 18, 2018

Exhibit 4.27

Agreement and Waiver between the Company and AIP, dated June 2, 2020

Exhibit 10.31

Securities Purchase Agreement by and between the Company and Lucas Hoppel, dated September 18, 2018

Exhibit 4.26

Promissory Note issued by the Company to Dana Amato (December), dated June 1, 2020

Exhibit 4.21

Amended and Restated Promissory Note issued by the Company to Link Labs, Inc., dated January 3, 2020

Exhibit 4.16

Amendment Agreement between the Company and AIP dated November 5, 2020

Exhibit 10.36

Amendment to Employment Agreement between the Company and Brian Ray, dated May 22, 2020

Exhibit 10.30

Amendment and Settlement Agreement between the Company and Lucas Hoppel, dated May 5, 2020

Exhibit 10.29

Amended and Restated Limited Partnership Agreement of Iota Spectrum Partners, LP, dated November 5, 2019

Exhibit 10.18

Secured Non-Convertible Promissory Note issued by the Company to AIP, dated July 30, 2020

Exhibit 4.23

Quarterly Report - AMENDMENT NO. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000

Administrative Expenses Agreement between Iota Spectrum Holdings, LLC and Iota Spectrum Partners, LP, dated August 7, 2019

Exhibit 10.8

Promissory Note issued by the Company to Barclay Knapp, dated February 29, 2020

Exhibit 4.17

Side Agreement Letter between the Company and AIP, dated July 30, 2020

Exhibit 10.33

Blanket License Agreement by and between the Company and Crown Castle, dated December 4, 2019

Exhibit 10.22

Secured Non-Convertible Promissory Note issued by the Company to AIP, dated June 2, 2020

Exhibit 4.22

Promissory Note issued by the Company to Dana Amato (July), dated June 1, 2020

Exhibit 4.20

License Application and Construction Services Agreement between Iota Networks, LLC and Iota Spectrum Partners, LP, dated July 25, 2019

Exhibit 10.6

Master Long-Term De Facto Lease Agreement between Iota Networks, LLC and Iota Spectrum Partners, LP, dated July 25, 2019

Exhibit 10.7

Iota Common Stock Subscription Agreement, dated September 2020

Exhibit 10.35

Third Side Letter Agreement by and between the Company and Link Labs, Inc. dated January 21, 2020

Exhibit 10.27

Secured Convertible Promisorry Note issued by the Company to AIP dated November 5, 2020

Exhibit 4.28

Debt Restructuring Agreement with Forced Conversion Rights between the Company and AIP, dated August 31, 2020 (incorporated by reference to Exhibit 10.1 to our Current

EX-10.1 2 iotcex101.htm DEBT RESTRUCTURING Exhibit 10.1

Secured Convertible Promissory Note Issued by the Company to AIP, dated August 31, 2020 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on

EX-10.2 3 iotcex102.htm SECURED CONVERTIBLE REPLACEMENT Exhibit 10.2

Entry into a Material Definitive Agreement - CURENT REPORT

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 31, 2020 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commissi

Secured Convertible Royalty Note Issued by the Company to AIP, dated August 31, 2020 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on

EX-10.3 4 iotcex103.htm SECURED CONVERTIBLE ROYALTY Exhibit 10.3

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value US$0.

IOTC / Iota Communications, Inc. / Sprectrum Networks Group, LLC - SC 13D Activist Investment

SC 13D 1 iotc13d.htm SC 13D 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 Stree

Current Report

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 30, 2020 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commission

Carole Downs Resignation Letter from Board of Directors, dated June 30, 2020 (incorporated by reference to Exhibit 17.1 to our Current Report on Form 8-K filed on July 2, 2020)

Exhibit 17.1

- NOTIFICATION OF LATE FILING

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

8-K 1 iotc8k.htm CURRENT REPORT 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): May 8, 2020 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction

Paycheck Protection Plan Loan to Iota Networks, LLC, dated May 4, 2020 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 8, 2020)

EX-10.1 2 iotcex101.htm U.S. SMALL BUSINESS ADMINISTRATION PAYCHECK PROTECTION PROGRAM NOTE ENTERED INTO ON MAY 4, 2020 BY THE BORROWER Exhibit 10.1

Entry into a Material Definitive Agreement

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): May 4, 2020 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commission F

Current Report

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 24, 2020 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commissio

Current Report

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) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commissio

Current Report

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): March 4, 2020 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commission

Promissory Note dated October 29, 2019 issued by the Company to Oasis Capital, LLC

Quarterly Report - AMENDED QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-275

Agreement and Extension effective October 4, 2019 between the Company and AIP

Agreement and Waiver effective December 18, 2019 between the Company and AIP

Promissory Note dated December 31, 2019 issued by the Company to Link Labs, Inc.

Convertible Promissory Note dated October 3, 2019 issued by the Company to LGH Investments, LLC

Collocation and Settlement of Past Due Balance Agreement, dated October 30, 2019

Secured Promissory Note dated December 20, 2019 issued by the Company to AIP

Second Side Letter Agreement by and between the Company and Link Labs, Inc. dated January 17, 2020

Form of Subscription Agreement, Private Placement Offering, dated September 23, 2019

Warrant dated October 29, 2019 issued by the Company to Oasis Capital, LLC

Side Letter Agreement by and between the Company and Link Labs, Inc. dated December 31, 2019

Exchange Agreement between the Company and Avalton, Inc., dated October 16, 2019

Contribution and Exchange Agreement dated November 5, 2019

Promissory Note dated December 31, 2019 issued by the Company to Link Labs, Inc.

Secured Non-Convertible Promissory Note dated October 4, 2019 issued by the Company to AIP

Form of Registration Rights Agreement, dated September 23, 2019

Securities Purchase Agreement by and between the Company and Oasis Capital, LLC, dated October 29, 2019

Form of Placement Agent Agreement, dated September 23, 2019

Securities Purchase Agreement by and between the Company and LGH Investments, LLC dated October 3, 2019

Form of Common Stock Purchase Warrant, Private Placement Offering, dated September 23, 2019

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-27587 IOTA COMMUNICATIO

IOTC / Iota Communications, Inc. NT 10-Q - - NT 10-Q

NT 10-Q 1 iotcnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: November 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

Link Labs Inc. 130 Holiday Court, Suite 100 Annapolis, MD 21401

EX-10.3 4 iotcex103.htm SIDE LETTER AGREEMENT Exhibit 10.3 Link Labs Inc. 130 Holiday Court, Suite 100 Annapolis, MD 21401 December 31, 2019 CONFIDENTIAL IOTA Communications, Inc. Attn: Terrence DeFranco 645 Hamilton Street, Suite 400 Allentown, PA 18101 Re: Second Closing under Asset Purchase Agreement Dear Sir: Reference is hereby made to that certain Asset Purchase Agreement, dated as of Novemb

PROMISSORY NOTE DUE MARCH 31, 2020

Exhibit 10.1 PROMISSORY NOTE DUE MARCH 31, 2020 $1,000,000.00 Issuance Date: December 31, 2019 For value received, IOTA Communications, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to Link Labs, Inc., a Delaware corporation (the “Lender”), the aggregate principal amount of $1,000,000.00 (the “Principal”), or such lesser amount as may then be outstanding hereunder, and all

PROMISSORY NOTE DUE JUNE 30, 2020

EX-10.2 3 iotcex102.htm PROMISSORY NOTE Exhibit 10.2 PROMISSORY NOTE DUE JUNE 30, 2020 $1,000,000.00 Issuance Date: December 31, 2019 For value received, IOTA Communications, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to Link Labs, Inc., a Delaware corporation (the “Lender”), the aggregate principal amount of $1,000,000.00 (the “Principal”), or such lesser amount as may

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): December 31, 2019 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commis

Iota Communications, Inc. Announces Appointment of Jim Dullinger as Chief Financial Officer

EX-99.1 3 iotcex991.htm PRESS RELEASE Exhibit 99.1 Iota Communications, Inc. Announces Appointment of Jim Dullinger as Chief Financial Officer Executive Appointed to Oversee Company’s Aggressive Growth Plans and Exchange Uplisting ALLENTOWN, PA /ACCESSWIRE/ DECEMBER 12, 2019 – Iota Communications, Inc. (OTCQB: IOTC), a wireless network carrier and software service company that provides Internet of

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 iotc8k.htm CURRENT REPORT 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): December 9, 2019 IOTA COMMUNICATIONS, INC. (Exact name of Company as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorpor

Employment Agreement dated December 9, 2019 between the Company and James F. Dullinger (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on December 12, 2019)

EX-10.4 2 iotcex104.htm EMPLOYMENT AGREEMENT Exhibit 10.4 IOTA COMMUNICATIONS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this 9th day of December 2019, (the “Effective Date”) by and between Iota Communications, Inc., a Delaware corporation (“Company”), and James Dullinger (“Executive”). WHEREAS, the Company desires to secure for itself the s

License Agreement between the Company and Link Labs, Inc, dated November 15, 2019 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on November 21, 2019)

EX-10.3 4 iotcex10-3.htm LICENSE AGREEMENT Exhibit 10.3 GRANT-BACK LICENSE AGREEMENT This License Agreement (this “Agreement”) is entered into as of November 15, 2019 (the “Effective Date”) between IOTA COMMUNICATIONS, INC., a Delaware corporation, (“Licensor”), and LINK LABS, INC. , a Delaware company (“Licensee”). “Party” means Licensor or Licensee, as the context requires, and “Parties” means L

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 iotc8k.htm CURRENT REPORT 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): November 15, 2019 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisd

Asset Purchase Agreement between the Company and Link Labs, Inc, dated November 15, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 21, 2019)

EX-10.1 2 iotcex10-1.htm ASSET PURCHASE AGREEMENT Exhibit 10.1 ASSET PURCHASE AGREEMENT BY AND AMONG IOTA COMMUNICATIONS, INC. (“BUYER”) AND LINK LABS, INC. (“SELLER”) TABLE OF CONTENTS ARTICLE 1 PURCHASE OF ACQUIRED ASSETS AND RELATED TERMS 1.1 Certain Definitions Relating to Transactions 1 1.2 Sale and Purchase of Acquired Assets 2 1.3 Excluded Assets 2 1.4 No Assumed Liabilities 2 1.5 No Assume

Employment Agreement between the Company and Brian Ray, dated November 15, 2019 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on November 21, 2019)

EX-10.2 3 iotcex10-2.htm EMPLOYMENT AGREEMENT Exhibit 10.2 EMPLOYMENT AND NON-COMPETITION AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”), executed this 15th day of November 2019 (the “Effective Date”) is between IOTA Communications, Inc., a Delaware corporation (the “Employer" or the "Company"), and Brian Ray, an individual resident of the State of Maryland (“Employee”). R E C I T A L S: A. Emp

Letter Agreement dated September 12, 2019 between Barclay Knapp and the Company (incorporated by reference to Exhibit 10.45 to our Quarterly Report on Form 10-Q dated October 15, 2019)

Exhibit 10.45

Agreement and Extension effective October 4, 2019 between the Company and AIP

Exhibit 10.48

Warrant dated September 16, 2019 issued by the Company to LGH Investments, LLC (incorporated by reference to Exhibit 10.44 to our Quarterly Report on Form 10-Q dated October 15, 2019)

Exhibit 10.44

Convertible Promissory Note dated September 16, 2019 issued by the Company to LGH Investments, LLC (incorporated by reference to Exhibit 10.43 to our Quarterly Report on Form 10-Q dated October 15, 2019)

Exhibit 10.43

Agreement and Waiver effective July 31, 2019 between the Company and AIP (incorporated by reference to Exhibit 10.40 to our Quarterly Report on Form 10-Q dated October 15, 2019)

Exhibit 10.40

Convertible Promissory Note dated October 3, 2019 issued by the Company to LGH Investments

Exhibit 10.47

Securities Purchase Agreement by and between the Company and LGH Investments, LLC dated October 3, 2019

Exhibit 10.46

Lease dated September 6, 2019 between the Company and Tower Six Op, LP (incorporated by reference to Exhibit 10.41 to our Quarterly Report on Form 10-Q dated October 15, 2019)

Exhibit 10.41

Agreement and Waiver effective March 29, 2019 between the Company and AIP (incorporated by reference to Exhibit 10.39 to our Quarterly Report on Form 10-Q dated October 15, 2019)

Exhibit 10.39

IOTC / Iota Communications, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

10-Q 1 iotc10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission fi

Securities Purchase Agreement dated September 16, 2019 between the Company and LGH Investments, LLC (incorporated by reference to Exhibit 10.42 to our Quarterly Report on Form 10-Q dated October 15, 2019)

Exhibit 10.42

IOTA COMMUNICATIONS, INC. Code of Business Conduct and Ethics

ADOPTED SEPTEMBER 21, 2018 Exhibit 14.1 IOTA COMMUNICATIONS, INC. Code of Business Conduct and Ethics A. INTRODUCTION The purpose of this Code of Business Conduct and Ethics (this “Code”) is to describe standards of conduct and business expected of directors, officers and employees (the “Covered Persons”) of Iota Communications, Inc. (the “Company”). All Covered Persons will be required to attest

IOTC / Iota Communications, Inc. 10-K - Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-27587 IOTA COMMUNICATI

Iota Communications, Inc. List of Subsidiaries Iota Networks, LLC Iota Commercial Solutions, LLC Iota Spectrum Holdings, LLC

Exhibit 21.1 Iota Communications, Inc. List of Subsidiaries Iota Networks, LLC Iota Commercial Solutions, LLC Iota Spectrum Holdings, LLC

IOTC / Iota Communications, Inc. NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-27587 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: May 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q

Iota Communications Announces Executive Promotions Senior Management Succession and Key Promotions for Next Phase of Growth

EX-99.1 4 ex145483.htm EXHIBIT 99.1 Exhibit 99.1 Iota Communications Announces Executive Promotions Senior Management Succession and Key Promotions for Next Phase of Growth New Hope, PA., May 20, 2019 - Iota Communications, Inc. (OTCQB: IOTC), a wireless network carrier and software-as-a-service company that provides Internet of Things solutions that optimize energy efficiency, sustainability and

Amendment No. 1 to Employment Agreement dated May 20, 2109 between the Company and Terrence DeFranco (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on May 20, 2019)

EX-10.2 3 ex145482.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT, dated as of May 20, 2019 (this “Amendment”), by and between IOTA COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and TERRENCE DEFRANCO (the “Executive”). W I T N E S S E T H WHEREAS, the parties hereto have heretofore entered into an Employment Agreement, made and entered into on

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): March 20, 2019 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27587 (Commission File Numb

Amendment No. 1 to Employment Agreement dated May 20, 2019 between the Company and Barclay Knapp (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 20, 2019)

EX-10.1 2 ex145481.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT, dated as of May 20, 2019 (this “Amendment”), by and between IOTA COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and BARCLAY KNAPP (the “Executive”). W I T N E S S E T H WHEREAS, the parties hereto have heretofore entered into an Employment Agreement, made and entered into on Sept

IOTC / Iota Communications, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-27587 IOTA COMMUNICATIO

Form of Common Stock Purchase Warrant

EX-4.29 2 ex145450.htm EXHIBIT 4.29 Exhibit 4.29 No. IOTA – [] IOTA COMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN

IOTC / Iota Communications, Inc. FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-27587 CUSIP Number 46225M 103 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: February 28, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

IOTC / Iota Communications, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 sbrt2018113010q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission fil

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2018 IOTA COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-27587 22-3586087 (State or Other Jurisdiction of Incorp

UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS OF THE COMPANY

EX-99.3 3 ex137354.htm EXHIBIT 99.3 Exhibit 99.3 UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS OF THE COMPANY The following unaudited pro forma condensed combined balance sheet as of May 31, 2018 and the unaudited pro forma condensed combined statement of operations for the year ended May 31, 2018 and 2017 are based on the historical consolidated financial statements of Iota Communic

IOTA NETWORKS, LLC (F/k/a M2M SPECTRUM NETWORKS, LLC) TABLE OF CONTENTS

Exhibit 99.2 IOTA NETWORKS, LLC (F/k/a M2M SPECTRUM NETWORKS, LLC) TABLE OF CONTENTS PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of May 31, 2018 and 2017 F-3 Statements of Operations for the years ended May 31, 2018 and 2017 F-4 Statements of Member's Deficit for the years ended May 31, 2018 and 2017 F-5 Statements of Cash Flows for the years ended May 31, 20

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 7, 2019 IOTA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27587 (Commission File Numbe

Iota Communications, Inc. Announces Formation of Iota Spectrum Partners, LLP New Arizona Limited Partnership formed to consolidate Iota’s company-owned and leased exclusive FCC Radio Spectrum Authorizations, and to Acquire additional exclusive FCC Ra

EX-99.1 2 ex136887.htm EXHIBIT 99.1 Exhibit 99.1 Iota Communications, Inc. Announces Formation of Iota Spectrum Partners, LLP New Arizona Limited Partnership formed to consolidate Iota’s company-owned and leased exclusive FCC Radio Spectrum Authorizations, and to Acquire additional exclusive FCC Radio Spectrum Authorizations for use in Iota Communications, Inc.’s networks. NEW HOPE, PA – (PRNEWSWI

Iota Communications, Inc. Completes Successful Tender Offer

EX-99.A5A 2 ex133035.htm EXHIBIT 99.(A)(5)(A) 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 pri

Amendment #2 to the Offer to Exercise and Exchange Warrants on Schedule SC TO-I dated January 18, 2019 (incorporated by reference to our Current Report on Form SC TO-I/A filed on January 18, 2019)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment Number 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 Septemb

SBRT / Solbright Group, Inc. FORM NT 10-Q

NT 10-Q 1 iotc20190114nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-27587 CUSIP Number 46225M 103 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: November 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Fo

1

EX-99.1 2 ex132675.htm EXHIBIT 99.1 Exhibit 99.1 Iota Communications Announces Corporate Update Business Update – Appointment of Carole Downs to the Board of Directors – Status of Tender Offer for Class of Warrant Holders NEW HOPE, Pa., Jan. 9, 2019 /PRNewswire/ — Iota Communications, Inc. (OTCQB: IOTC), a wireless network carrier and industrial automation company that provides Internet of Things

Financial Statements and Exhibits, 8-K

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):January 8, 2019 IOTA COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-27587 22-3586087 (State or Other Jurisdiction of Incorporation) (Commission Fi

Amendment #1 to the Offer to Exercise and Exchange Warrants on Schedule SC TO-I dated January 7, 2019 (incorporated by reference to our Current Report on Form SC TO-I/A filed on January 7, 2019)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment Number 1) (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 Name of Filing Person (Issuer)) Class of Warrants to Purchase Common Stock with an Exercise Price of $0.3753 Issued in

Offer to Exercise and Exchange Warrants on Schedule TO-I dated December 11, 2018 (incorporated by reference to our Current Report on Form SC TO-I dated December 11, 2018)

SC TO-I 1 iotc20181210sctoi.htm SCHEDULE TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (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 Name of Filing Person (Issuer)) Class of Warrants to Purchase Common Stock with an Exercise Pr

ELECTION TO PARTICIPATE AND EXERCISE WARRANT PURSUANT TO OFFER TO EXERCISE AND EXCHANGE WARRANTS TO PURCHASE COMMON STOCK OF IOTA COMMUNICATIONS, INC. DATED DECEMBER 11, 2018

Exhibit (a)(1)(C) ELECTION TO PARTICIPATE AND EXERCISE WARRANT PURSUANT TO OFFER TO EXERCISE AND EXCHANGE WARRANTS TO PURCHASE COMMON STOCK OF IOTA COMMUNICATIONS, INC.

NOTICE OF WITHDRAWAL OF ELECTION TO PARTICIPATE AND EXERCISE WARRANT PURSUANT TO THE OFFER TO EXERCISE AND EXCHANGE WARRANTS TO PURCHASE COMMON STOCK DATED DECEMBER 11, 2018 THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. (EST), ON JANUARY 9, 201

Exhibit (a)(1)(D) NOTICE OF WITHDRAWAL OF ELECTION TO PARTICIPATE AND EXERCISE WARRANT PURSUANT TO THE OFFER TO EXERCISE AND EXCHANGE WARRANTS TO PURCHASE COMMON STOCK DATED DECEMBER 11, 2018 THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.

LETTER TO HOLDERS OF WARRANTS

Exhibit (a)(1)(B) LETTER TO HOLDERS OF WARRANTS December , 2018 RE: Incentive Program for Warrant Exercise; Bonus Shares and Free MHz-Pop Credit Dear [Warrant Holder], Enclosed with this letter is the original of your Common Stock Purchase Warrant to purchase common stock of Iota Communications, Inc.

GP Nurmenkari, Inc. 22 Elizabeth Street STE 1J Norwalk, CT 06854 TEL: 212-447-5550 Member: FINRA & SIPC PLACEMENT AGENCY AGREEMENT December 4, 2018

Exhibit (d)(1) GP Nurmenkari, Inc. 22 Elizabeth Street STE 1J Norwalk, CT 06854 TEL: 212-447-5550 Member: FINRA & SIPC PLACEMENT AGENCY AGREEMENT December 4, 2018 J. Barclay Knapp, CEO and Co-Founder Iota Communications, Inc. 540 Union Square New Hope, PA 18938 Re: Private placement offering of Investment Contracts Dear Mr. Knapp: We understand that Iota Communications, Inc. (the “Company” or “Iot

Offer to Exercise and Exchange Warrants on Schedule TO-I dated December 11, 2018 (incorporated by reference to our Current Report on Form SC TO-I filed on December 11, 2018)

Exhibit (a)(1)(A) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION CONTEMPLATED HEREIN; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT.

Solbright Group, Inc. Announces Finalization of Formal Name Change to Iota Communications, Inc. and New Ticker Symbol IOTC Stock Ticker Symbol Change Effective November 28, 2018

EX-99.1 3 ex130818.htm EXHIBIT 99.1 Exhibit 99.1 Solbright Group, Inc. Announces Finalization of Formal Name Change to Iota Communications, Inc. and New Ticker Symbol IOTC Stock Ticker Symbol Change Effective November 28, 2018 NEW HOPE, PA, Nov. 28, 2018- Solbright Group, Inc. (OTC: SBRT), the first pure-play, fully-featured, dedicated Internet of Things (“IoT”) network operating and app platform

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): November 26, 2018 IOTA COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-27587 22-3586087 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Amendment to Certificate of Incorporation (name change) filed November 28, 2018 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on November 28, 2018)

Exhibit 3.1

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities

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): October 31, 2018 SOLBRIGHT GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-27587 22-3586087 (State or Other Jurisdiction of Incorporation) (Commission File

SBRT / Solbright Group, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-27587 SOLBRIGHT GROUP, IN

SBRT / Solbright Group, Inc. FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-27587 CUSIP Number 83418B107 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: August 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

Letter from RBSM LLP to the Securities and Exchange Commission, dated October 1, 2018

Exhibit 16.1 October 1, 2018 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 – 7561 Re: SOLBRIGHT GROUP INC. Commission File Number 000-27587 Ladies and Gentlemen: We have read Item 4.01 of SOLBRIGHT INC.’s Form 8-K dated October 1, 2018 and we agree with the statements made regarding our firm. We have no basis to agree or disagree with other statements contained th

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): October 1, 2018 SOLBRIGHT GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-27587 22-3586087 (State or Other Jurisdiction of Incorporation) (Commission File

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 21.1 Subsidiaries 1. Arkados, Inc., a Delaware corporation – 100% owned by Solbright Group, Inc. 2. SolBright Energy Solutions, LLC, a Delaware limited liability company – 100% owned by Solbright Group, Inc.

SBRT / Solbright Group, Inc. FORM 10-K (Annual Report)

10-K 1 sbrt2018053110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

Solbright and M2M Spectrum Networks complete merger to create Iota Communications, Inc. Iota Communications to be the first publicly-traded, pure-play, fully-featured IoT network operating company in the U.S.

Exhibit 99.1 Solbright and M2M Spectrum Networks complete merger to create Iota Communications, Inc. Iota Communications to be the first publicly-traded, pure-play, fully-featured IoT network operating company in the U.S. New Hope, PA, September 6, 2018 - Solbright Group, Inc. (OTCQB: SBRT), an industrial AI, machine learning and energy management company providing Internet of Things (IoT) solutio

Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated July 30, 2018, between the Company, Iota Networks, LLC, M2M Spectrum Networks, LLC and Spectrum Networks Group, LLC (incorporated by reference to Exhibit No. 2.2 to our Current Report on Form 8-K filed on September 7, 2018)

EX-2.2 2 ex123505.htm EXHIBIT 2.2 Exhibit 2.2 EXECUTION VERSION AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION September 5, 2018 Reference is hereby made to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of July 30, 2018, by and among Solbright Group, Inc., a Delaware corporation (the “Parent”), Iota Networks, LLC, an Arizona lim

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): September 5, 2018 SOLBRIGHT GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-27587 22-3586087 (State or Other Jurisdiction of Incorporation) (Commission Fil

Employment Agreement, dated September 5, 2018, between the Company and Terrence DeFranco (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 7, 2018)

EX-10.2 5 ex123507.htm EXHIBIT 10.2 Exhibit 10.2 IOTA COMMUNICATIONS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this 5th day of September, 2018, effective as of the 1st day of September, 2018 (the “Effective Date”) by and between Iota Communications, Inc., a Delaware corporation (“Company”), and Terrence DeFranco (“Executive”). WHEREAS, the

Employment Agreement, dated September 5, 2018, between the Company and Barclay Knapp (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 7, 2018)

EX-10.1 4 ex123506.htm EXHIBIT 10.1 Exhibit 10.1 IOTA COMMUNICATIONS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this 5th day of September, 2018, effective as of the 1st day of September, 2018 (the “Effective Date”) by and between Iota Communications, Inc., a Delaware corporation (“Company”), and Barclay Knapp (“Executive”). WHEREAS, the Comp

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit No. 4.1 to our Current Report on Form 8-K filed on September 7, 2018)

EX-4.1 3 ex123554.htm EXHIBIT 4.1 Exhibit 4.1 No. M2M – [] SOLBRIGHT GROUP, INC. (to be renamed Iota Communications, Inc.) COMMON STOCK PURCHASE WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THIS WARRANT MAY NOT BE SOLD, TRANSFE

SBRT / Solbright Group, Inc. FORM DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement SOLBRIGHT GROUP, INC. (Name of Regis

SBRT / Solbright Group, Inc. FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-SAR [] N-CSR For Period Ended: May 31, 2018 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form N-SAR

SBRT / Solbright Group, Inc. / Aip Global Macro Fund Lp - SC 13G/A Passive Investment

SC 13G/A 1 s112108sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Solbright Group, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 83418B107 (CUSIP Number) July 12, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriat

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): July 30, 2018 SOLBRIGHT GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-27587 22-3586087 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Solbright and M2M Spectrum Networks Merge to Create Iota Communications, Inc. Iota Communications to be the first publicly-traded, pure-play, fully-featured IoT network operating company in the U.S.

EX-99.1 3 ex119458.htm EXHIBIT 99.1 Exhibit 99.1 Solbright and M2M Spectrum Networks Merge to Create Iota Communications, Inc. Iota Communications to be the first publicly-traded, pure-play, fully-featured IoT network operating company in the U.S. NEWARK, N.J., July 31, 2018 - Solbright Group, Inc. (OTCQB: SBRT), an industrial AI, machine learning and energy management company providing Internet o

Agreement and Plan of Merger and Reorganization, dated July 30, 2018, between the Company, Iota Networks, LLC, M2M Spectrum Networks, LLC and Spectrum Networks Group, LLC (incorporated by reference to Exhibit No. 2.1 to our Current Report on Form 8-K filed on August 2, 2018)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among SOLBRIGHT GROUP, INC., a Delaware corporation, Iota NETWORKS, llc, an Arizona limited liability company, M2M SPECTRUM NETWORKS, LLC, an Arizona limited liability company, and SPECTRUM NETWORKS GROUP, LLC, an Arizona limited liability company. July 30, 2018 TABLE OF CONTENTS Page Article I THE MERGER 2 1.1 The Merger 2 1.2 The

SBRT / Solbright Group, Inc. FORM RW

RW 1 sbrt20180713rw.htm FORM RW July 13, 2018 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Solbright Group, Inc. (the “Company”) Registration Statement on Form S-1, File No. 333-223276 Request for Withdrawal Ladies and Gentleman: The Company hereby applies for withdrawal of the Company’s Registration Statement (File No. 333-223276) on Form S-1 submitte

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities

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 28, 2018 SOLBRIGHT GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-27587 22-3586087 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 30, 2018 SOLBRIGHT GROUP, INC.

Waiver and Extension Agreement, dated April 30, 2018, between the Company and AIP (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 15, 2018)

Exhibit 10.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

U.S. 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): May 31, 2018 Solbright Group, Inc. (Exact name of Company as specified in its charter) Delaware 000-27587 22-3586087 (State or other (Commission File Number) (IRS Employer Identification No.)

Settlement Agreement and Release between the Company and SRE Holdings, LLC and Patrick Hassell (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 14, 2018)

Exhibit 10.1

Escrow Agreement with Signature Bank

Exhibit 99.1 ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 30th day of April 2018, by and among SOLBRIGHT GROUP, INC, a Delaware corporation (the “Company”), having an address at One Gateway Center, 26th Fl, Newark, NJ 07102, PAULSON INVESETMENT COMPANY, a Delaware limited liability company, (the “Placement Agent”), having an address at 2141 W. North Av

SBRT / Solbright Group, Inc. FORM S-1/A

Table of Contents Registration No. 333-223276 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLBRIGHT GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7389 (Primary Standard Industrial Classification C

Certificate of Designation of 10% Series A-1 Cumulative Convertible Redeemable Preferred Stock (incorporated by reference to Exhibit 3.12 to our Registration Statement on Form S-1/A on April 30, 2018)

Exhibit 3.12 SOLBRIGHT GROUP, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 10% SERIES A-1 CUMULATIVE CONVERTIBLE REDEEMABLE PERPETUAL PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Terrence DeFranco, does hereby certify that: 1. He is the President and Secretary of Solbright Group, Inc., a Delaware corporation (the “Cor

SBRT / Solbright Group, Inc. FORM S-1/A

Table of Contents Registration No. 333-223276 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLBRIGHT GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7389 (Primary Standard Industrial Classification C

SBRT / Solbright Group, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-27587 SOLBRIGHT GROUP,

SBRT / Solbright Group, Inc. FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form N-SAR [] N-CSR For Period Ended: February 28, 2018 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form

SBRT / Solbright Group, Inc.

As filed with the Securities and Exchange Commission on February 27, 2018 Registration No.

Agreement and Waiver, dated December 21, 2017 between the Company and AIP (incorporated by reference to Exhibit 10.28 to our Quarterly Report on Form 10-Q filed on January 16, 2018)

EX-10.28 4 s108718ex10-28.htm EXHIBIT 10.28 Exhibit 10.28 (1) AGREEMENT AND WAIVER Reference is hereby made to the Note Purchase Agreement dated May 1, 2017 (the “Agreement”) and Agreement and Waiver dated August 29, 2017 (the “August Waiver”) by and between Arkados Group, Inc. (now Solbright Group, Inc.), a Delaware corporation (the “Company”), and the undersigned entities (collectively, “AIP”).

Amendment #1 to Convertible Promissory Note issued April 27, 2017 to L2 Capital LLC (incorporated by reference to Exhibit No. 4.27 to our Current Report on Form 8-K filed on January 16, 2018)

EX-4.27 3 s108718ex4-27.htm EXHIBIT 4.27 Exhibit 4.27 AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE AISSUED ON OR AROUND APRIL 21, 2017 THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into on November 10, 2017 (the “Effective Date”), by and between Arkados Group, Inc., a Delaware corporation (the “Company”), and L2 Capital, LLC (the “Holder”) (collectively the “Part

SBRT / Solbright Group, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-27587 SOLBRIGHT GROUP,

Amendment #1 to Convertible Promissory Note issued April 27, 2017 to SBI Investments LLC (incorporated by reference to Exhibit No. 4.26 to our Current Report on Form 8-K filed on January 16, 2018)

EX-4.26 2 s108718ex4-26.htm EXHIBIT 4.26 Exhibit 4.26 AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE AISSUED ON OR AROUND APRIL 21, 2017 THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into on November 10, 2017 (the “Effective Date”), by and between Arkados Group, Inc., a Delaware corporation (the “Company”), and SBI Investments LLC, 2014-1 (the “Holder”) (collective

SBRT / Solbright Group, Inc. / Aip Global Macro Fund Lp - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SBRT / Solbright Group, Inc. / Aip Global Macro Fund Lp - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restate

SBRT / Solbright Group, Inc. / SBI INVESTMENTS LLC 2014-1 - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Solbright Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83418B107 (CUSIP Number) SBI Investments LLC, 2014-1 369 Lexington Avenue, 2nd Floor New York, NY 10017 1-646-762-9971 (Name, Address and Telephone Number of Person Authorized t

SBRT / Solbright Group, Inc. / L2 Capital, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Solbright Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83418B107 (CUSIP Number) L2 Capital, LLC 8900 State Line Rd., Suite 410 Leawood, KS 66206 1-816-621-3400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Commu

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

U.S. 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): October 30, 2017 Solbright Group, Inc. (Exact name of Company as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commission File Number)

Certificate of Amendment to Certificate of Incorporation, dated October 30, 2017 (incorporated by reference to Exhibit 3.11 to our Current Report on Form 8-K filed on October 30, 2017)

Exhibit 3.11

SBRT / Solbright Group, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 s10775810q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file numbe

Arkados Group NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: August 31, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on

Arkados Group DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement Arkados Group, Inc. (Name of Registrant As Speci

Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.9 to our Current Report on Form 8-K filed on October 4, 2017)

Exhibit 3.9 ARKADOS GROUP, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Terrence DeFranco, does hereby certify that: 1. He is the President and Secretary of Arkados Group, Inc., a Delaware corporation (the ?Corporation?). 2. The Corporation is authorize

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

U.S. 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): September 28, 2017 Arkados Group, Inc. (Exact name of Company as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commission File Number)

Other Events

U.S. 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): September 26, 2017 (September 21, 2017) Arkados Group, Inc. (Exact name of Company as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Co

Arkados Group, Inc. Reports 2017 Fiscal Year End Financial Results and Announces Corporate Re-Branding to Solbright Group, Inc. First Full Quarter of Combined Operations to be Reported in Mid-October

EX-99.1 2 s107578ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Arkados Group, Inc. Reports 2017 Fiscal Year End Financial Results and Announces Corporate Re-Branding to Solbright Group, Inc. First Full Quarter of Combined Operations to be Reported in Mid-October Newark, NJ – September 21, 2017 - Arkados Group, Inc. (OTC: AKDS), an industrial automation and energy management company providing Industrial Int

Financial Statements and Exhibits

8-K/A 1 s1075578ka.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2017 (May 1, 2017) Arkados Group, Inc. (Exact name of Company as specified in its charter) Delaware 000-27587 22-3586087 (State or othe

SOLBRIGHT RENEWABLE ENERGY, LLC FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF APRIL 30, 2017 AND MAY 31, 2016 SOLBRIGHT RENEWABLE ENERGY, LLC FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC AC

Exhibit 99.1 SOLBRIGHT RENEWABLE ENERGY, LLC FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF APRIL 30, 2017 AND MAY 31, 2016 SOLBRIGHT RENEWABLE ENERGY, LLC FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF APRIL 30, 2017 AND MAY 31, 2016 TABLE OF CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 FINA

ARKADOS GROUP, INC. AND SUBSIDIARIES Unaudited pro formA CONDENSED COMBINED financial statements as of and for the ELEVEN MONTHS ended APRIL 30, 2017 and FOR THE YEAR MAY 31, 2016

Exhibit 99.2 ARKADOS GROUP, INC. AND SUBSIDIARIES Unaudited pro formA CONDENSED COMBINED financial statements as of and for the ELEVEN MONTHS ended APRIL 30, 2017 and FOR THE YEAR MAY 31, 2016 The following unaudited pro forma condensed combined financial statements give effect to the May 1, 2017 Asset Purchase Agreement whereby Arkados Group, Inc. (the “Company”) acquired substantially all of the

Arkados Group PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement Arkados Group, Inc. (Name of Registrant As Speci

Amended and Restated Employment Agreement by and among the Company, SolBright Energy Services, LLC and Patrick Hassell dated August 29, 2017 (incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 10.25 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 29, 2017, by and among SOLBRIGHT ENERGY SOLUTIONS, LLC, a Delaware limited liability company, formerly known as Arkados Energy Solutions, LLC, with an office located at 211 Warren Street, Suite 320, Newark, New Jersey 07103 (the “Company”), ARKADOS GROUP, INC

List of Subsidiaries (incorporated by reference to Exhibit No. 21 to the Registrant’s Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 21.1 Subsidiaries 1. Arkados, Inc., a Delaware corporation. 2. SolBright Energy Solutions, LLC, a limited liability company organized under the laws of the State of Delaware

Debt Settlement Agreement by and between the Company and an Accredited Investor dated April 27, 2017 with respect to $38,500 Promissory Note originally issued on October 28, 2016 (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K filed on September 14, 2017)

EX-10.15 5 s107453ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 DEBT SETTLEMENT AGREEMENT AND RELEASE This DEBT SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is dated April [28], 2017 (the “Effective Date”), by and between (“Holder”), and Arkados Group, Inc., a Delaware corporation (“AKDS”). AKDS and the Holder may be referred to herein as the “Parties.” R E C I T A L S: WHEREAS, Holder is the ben

Agreement and Waiver dated August 29, 2017 between the Company and AIP Asset Management Inc., AIP Private Capital Inc., AIP Canadian Enhanced Income Class, AIP Global Macro Fund, LP and AIP Global Macro Class (incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 10.27 AGREEMENT AND WAIVER Reference is hereby made to the Note Purchase Agreement dated May 1, 2017 (the “Agreement”) by and between Arkados Group, Inc., a Delaware corporation (the “Company”), and the undersigned entities (collectively, “AIP”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. WHEREAS, on May 1, 2017 (the “Closing Date”

Amendment to Promissory Note Number 2017-2 dated April 20, 2017 (incorporated by reference to Exhibit 4.20 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 4.20 ARKADOS group, INC. AMENDMENT TO PROMISSORY NOTE THIS AMENDMENT TO PROMISSORY NOTE (this “Agreement”) is made and entered into as of April 20, 2017 (the “Effective Date”), by and among Arkados Group, Inc., a Delaware corporation (the “Company”), and (“Holder”). RECITALS A. The Company issued Holder a promissory note on March 7, 2017 (the “Note”), which provides that the Note shall be

Debt Settlement Agreement by and between the Company and an Accredited Investor dated April 27, 2017 with respect to $38,500 Promissory Note originally issued on January 27, 2017 (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 10.16 DEBT SETTLEMENT AGREEMENT AND RELEASE This DEBT SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is dated April [28], 2017 (the “Effective Date”), by and between (“Holder”), and Arkados Group, Inc., a Delaware corporation (“AKDS”). AKDS and the Holder may be referred to herein as the “Parties.” R E C I T A L S: WHEREAS, Holder is the beneficial owner of a convertible note, in the

SBRT / Solbright Group, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-27587 ARKADOS GROUP, INC.

Bill of Sale and Assignment and Assumption Agreement between the Company and Arkados Energy Solutions, LLC dated May 1, 2017 (incorporated by reference to Exhibit 10.26 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 10.26 Bill of Sale and Assignment and Assumption Agreement This Bill of Sale and Assignment and Assumption Agreement (the “Agreement”), effective as of May 1, 2017 (the “Effective Date”), is by and between Arkados Group, Inc., a Delaware corporation (“Assignor”) and Arkados Energy Solutions, LLC, a wholly-owned subsidiary of Assignor (“Assignee”). Whereas, Assignor entered into an Asset Pu

Securities Purchase Agreement (2017-2 Note Conversion) by and between the Company and J. Church dated May 31, 2017 (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 10.21 Confidential Information Package No.: 20170406-CW-019 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of the 31th day of May, 2017, by and between ARKADOS GROUP, INC., a Delaware corporation, with headquarters located at 211 Warren Street, Suite 320, Newark, NJ 07103 (the “Company”), and the undersigned with principal address set forth on

Form of 12% Promissory Note issued on March 7, 2017 (incorporated by reference to Exhibit 4.17 to our Annual Report on Form 10-K filed on September 14, 2017)

EX-4.17 3 s107453ex4-17.htm EXHIBIT 4.17 Exhibit 4.17 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR ANY STATE SECURITIES LAWS OR THE PROVISIONS OF THIS NOTE. ARKADOS GROUP, INC. PROMISSORY NOTE DUE March 31, 2017 Number: 2017-2 Principal: US $1

Services Agreement by and between the Company and PCG Advisory Group dated May 22, 2017 (incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 10.22 SERVICES AGREEMENT This Agreement (this “Agreement”) is made and entered into by and between ProActive Capital Resources Group LLC, dba PCG Advisory Group (the “Consultant”) and Arkados Group, Inc., located at 211 Warren Street, Suite 320, Newark, NJ 07103 (the “Client”) on May 22nd, 2017. W I T N E S S E T H: WHEREAS, the Consultant, a Delaware LLC, located at 535 Fifth Avenue, 24th

Consulting Agreement by and between the Company and LP Funding, LLC dated as of August 11, 2017 (incorporated by reference to Exhibit 10.24 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 10.24 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”), effective as of August 11, 2017, is entered into by and between, Arkados Group, Inc., a Delaware corporation, with its principal address at 211 Warren Street, #320, Newark, NJ 07103 (herein referred to as the “Company”) and LP Funding, LLC DBA LPF Communications, a Nevada limited liability company with principal addres

Acquisition Engagement Agreement by and between the Company and The Capital Corporation of America, Inc. dated June 1, 2017 (incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 10.23 “THIS AGREEMENT IS SUBJECT FIRST TO MEDIATION AND, IF NECESSARY, TO ARBITRATION PURSUANT TO THE PROVISIONS OF THE SOUTH CAROLINA UNIFORM ARBITRATION ACT AS SET FORTH IN SOUTH CAROLINA CODE SECTION 15-48-10 ET SEQ. AS AMENDED” ACQUISITION ENGAGEMENT AGREEMENT (“AGREEMENT”) This Agreement dated June1, 2017 is made and entered into by and between The Capital Corporation of America, Inc.

Certificate of Amendment to Certificate of Incorporation filed March 17, 2015(incorporated by reference to Exhibit 3.8 to our Annual Report on Form 10-K filed on September 14, 2017)

Exhibit 3.8 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION FOR ARKADQS GROUP, INC. Arkados Group, Inc., (the “Corporation”) organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: At a meeting of the Board of Directors of Arkados Group, Inc,, resolutions were duly adopted setting forth the proposed

Arkados Group NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [] Form 20-F [] Form 11-K [ ] Form 10-Q [] Form N-SAR [] N-CSR For Period Ended: May 31, 2017 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form N-SA

Arkados Group DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement Arkados Group, Inc. (Name of Registrant As Speci

Arkados Group PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement Arkados Group, Inc. (Name of Registrant As Speci

Other Events

U.S. 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): July 20, 2017 (July 17, 2017) Arkados Group, Inc. (Exact name of Company as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commission F

Three Management Additions Reunites Award Winning SolBright Team that Built Current $40 Million Project Backlog

EX-99.1 2 s106868ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Arkados Group Rebrands Energy Conservation and Management Services and Solutions Division to SolBright Energy Solutions Three Management Additions Reunites Award Winning SolBright Team that Built Current $40 Million Project Backlog NEWARK, N.J., July 17, 2017 (GLOBE NEWSWIRE) - Arkados Group, Inc. (OTC:AKDS), an industrial automati

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2017 (May 1, 2017) Arkados Group, Inc. (Exact name of Company as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporatio

Security Agreement by and among Company, its Subsidiaries and AIP Management Inc. dated May 1, 2017 (incorporated by reference to Exhibit No. 10.5 to the Registrant’s Current Report on Form 8-K filed on May 5, 2017)

Exhibit 10.5 SECURITY AGREEMENT This Security Agreement, dated as of May 1, 2017, as amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof (“Agreement”), is made by and among (i) Arkados Group, Inc., a Delaware corporation (the “Borrower”), as the borrower, (ii) Arkados, Inc., a Delaware corporation, as a guarantor, and Arkado

Form of Warrant dated May 1, 2017 (incorporated by reference to Exhibit No. 10.7 to the Registrant’s Current Report on Form 8-K filed on May 5, 2017)

Exhibit 10.7 No. 2017-C-O-XX ARKADOS GROUP, INC. COMMON STOCK PURCHASE WARRANT THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

15% Secured Promissory Note issued to SolBright Renewable Energy, LLC dated May 1, 2017 (incorporated by reference to Exhibit No. 10.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2017)

Exhibit 10.1 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

U.S. 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): May 5, 2017 (May 1, 2017) Arkados Group, I

U.S. 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): May 5, 2017 (May 1, 2017) Arkados Group, Inc. (Exact name of Company as specified in its charter) Delaware 000-27587 22-3586087 (State or other jurisdiction of incorporation) (Commission File

Registration Rights Agreement by and between the Company and the investors identified therein dated May 1, 2017 (incorporated by reference to Exhibit No. 10.6 to the Registrant’s Current Report on Form 8-K filed on May 5, 2017)

Exhibit 10.6 ARKADOS GROUP, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May 1, 2017, is entered into by and among Arkados Group, Inc., a Delaware corporation (the ?Company?), the investors listed on the Schedule of Investors attached hereto and the investors, if any, party to a joinder agreement with respect hereto (each, an ?Investor? and

Form of 10% Secured Convertible Note dated May 1, 2017 (incorporated by reference to Exhibit No. 10.4 to the Registrant’s Current Report on Form 8-K filed on May 5, 2017)

Exhibit 10.4 CONVERTIBLE NOTE UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN OR TO A PERSON IN CANADA BEFORE SEPTEMBER 2, 2017. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND THE SECU

Note Purchase Agreement by and among the Company, AIP Asset Management Inc. and the Holders identified therein dated May 1, 2017 (incorporated by reference to Exhibit No. 10.3 to the Registrant’s Current Report on Form 8-K filed on May 5, 2017)

Exhibit 10.3 Note Purchase Agreement in respect of 10% SECURED CONVERTIBLE NOTES issued by ARKADOS GROUP, INC May 1, 2017 TABLE OF CONTENTS Article 1 INTERPRETATION 1.1 Definitions 2 1.2 Gender and Number 14 1.3 Interpretation Not Affected by Headings, etc. 14 1.4 Monetary References 14 1.5 References 14 1.6 Invalidity of Provisions 14 1.7 This Agreement to Govern 15 1.8 Actions on Days Other Than

Form of 9% Promissory Note dated May 1, 2017 (incorporated by reference to Exhibit No. 10.9 to the Registrant’s Current Report on Form 8-K filed on May 5, 2017)

Exhibit 10.9 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Asset Purchase Agreement, dated May 1, 2017, by and between Arkados Group, Inc. and SolBright Renewable Energy, LLC (incorporated by reference to Exhibit No. 2.1 to our Current Report on Form 8-K filed on May 5, 2017)

Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is made this 1st day of May, 2017 (the “Effective Date”), by and between Arkados Group, Inc. (“Buyer”), a Delaware corporation, with an address of 211 Warren Street, Suite 320, Newark, NJ 07103, and SolBright Renewable Energy, LLC (“Seller”), a South Carolina limited liability company, with an address of 701 East

Form of Securities Purchase Agreement by and between the Company and the Buyer identified therein dated May 1, 2017 (incorporated by reference to Exhibit No. 10.8 to the Registrant’s Current Report on Form 8-K filed on May 5, 2017)

Exhibit 10.8 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 1, 2017, by and between ARKADOS GROUP, INC., a Delaware corporation, with headquarters located at 211 Warren Street, Suite 320, Newark, NJ 07103 (the ?Company?), and , with its address at (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering this Agre

Convertible Promissory Note issued to SolBright Renewable Energy, LLC dated May 1, 2017 (incorporated by reference to Exhibit No. 10.2 to our Current Report on Form 8-K filed on May 5, 2017)

Exhibit 10.2 NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

Securities Purchase Agreement by and between the Company and a certain accredited investor dated January 27, 2017 (incorporated by reference to Exhibit No. 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on April 21, 2017)

EX-10.2 12 s105899ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 27, 2017, is entered into by and between ARKADOS GROUP, INC., a Delaware corporation, (the “Company”), and LUCAS HOPPEL (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption f

Amendment to Convertible Promissory Note Number 2016-1 originally issued on January 8, 2016 dated December 31, 2016. (incorporated by reference to Exhibit No. 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 21, 2017)

Exhibit 4.1 ARKADOS, INC. AMENDMENT TO CONVERTIBLE PROMISSORY NOTE NUMBER 2016-1 THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE NUMBER 2016-1 (this ?Amendment?) is made and entered into as of December 31, 2016 (the ?Effective Date?), by and between Arkados Group, Inc., a Delaware corporation (the ?Company?), and William Carson (?Mr. Carson?) and Susan Carson (?Mrs. Carson?, collectively with Mr. Ca

Amendment #1 to the Securities Purchase Agreement and $38,500 Promissory Note originally issued on January 27, 2017 dated March 31, 2017 (incorporated by reference to Exhibit No. 4.3 to the Registrant’s Quarterly Report on Form 10-Q filed on April 21, 2017)

Exhibit 4.3 AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT AND $38,500 PROMISSORY NOTE DATED January 27, 2017. The parties agree that the Securities Purchase Agreement and $38,500 Promissory Note by and between Arkados Group, Inc. (?Company?) and Lucas Hoppel (?Holder?) is hereby amended as follows: Maturity Date: The Maturity Date shall be extended to April 21st, 2017. Inducement Shares: The H

Form of 10% Convertible Promissory Note issued on February 1, 2017 (incorporated by reference to Exhibit No. 4.7 to the Registrant’s Quarterly Report on Form 10-Q filed on April 21, 2017)

Exhibit 4.7 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE ?SECURITIES?) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNE

Form of 10% Convertible Promissory Note issued on March 3, 2017 (incorporated by reference to Exhibit No. 4.8 to the Registrant’s Quarterly Report on Form 10-Q filed on April 21, 2017)

Exhibit 4.8 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE ?SECURITIES?) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNE

Arkados Group 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: FEBRUARY 28, 2017 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 0-27587 ARKADOS GROUP, INC.