Iota Communications, Inc. Completes Successful Tender Offer

NEW HOPE, Pa., Jan. 18, 2019 /PRNewswire/ — IOTA COMMUNICATIONS, INC. (“Iota”) (OTCQB: IOTC), the Internet of Things (“IoT”) wireless networking company, announced today that on January 11, 2019 it successfully completed a tender offer to its class of Warrants to purchase Common Stock with an exercise price of $0.3753 issued between March 2018 and July 2018 (the “Warrants”). Iota raised approximately $4,624,586.37 in gross cash proceeds from the exercise of 12,322,368 Warrants as part of the tender offer. Participating investors will receive 14,786,844 shares of Common Stock by February 15, 2019, but likely at an earlier date. Investors also received credits for 14,351,047 MHz-Pops to be used to acquire new spectrum licenses.

Iota offered its existing Warrant holders the opportunity to exercise their Warrants and receive up to 21,937,793 shares of Iota’s common stock, a 20% bonus. Approximately 81% of the Company’s outstanding Warrants were exercised in the tender offer.

Net proceeds are anticipated to be approximately $4,114,589.92 after deducting solicitation agent fees and other offering expenses and are expected to primarily be used for expanding Iota’s IoT network business in addition to other general working capital purposes.

Barclay Knapp, Iota’s Chairman and Chief Executive Officer commented, “We are very pleased with the results of our Tender Offer, and want to thank all of our Warrant holders for their consideration and support. This offering is expected to improve our shareholders equity and reduce our warrant overhang as we prepare for our uplisting to a major exchange. The approximate $4.1 million in proceeds will primarily be used to accelerate the development of our new, nationwide wireless carrier network system dedicated to IoT connectivity, in addition to other general working capital purposes.”

GP Nurmenkari, Inc. acted as the placement agent with respect to the Tender Offer.

The complete terms of the tender offer were set forth in the Tender Offer Statement on Schedule TO and related exhibits filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2018, as amended. Copies of the Schedule TO, the prospectus and other related materials are available on the SEC’s website, at www.sec.gov.

COMPANY DESCRIPTION

Iota is a new, nationally-available, wireless network carrier system and applications platform dedicated to the Internet of Things. Iota sells recurring-revenue solutions that optimize energy usage, sustainability and operations for commercial and industrial facilities – principally to Enterprise customers – both directly and via third-party relationships. Iota also offers important ancillary products and services which facilitate the adoption of its subscription-based services, including solar energy, LED lighting, and HVAC implementation services.

Forward-Looking Statements:

This press release may contain “forward-looking statement” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated include, but are not limited to,: risks related to the acquisition and integration of the assets we acquired from Solbright Group, Inc., risks related to our growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

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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 (IoT) solutions that optimize energy efficiency, sustainability and operations for businesses, today provided a corporate update related to 2018 activities.

Barclay Knapp, Iota’s Chairman & CEO commented, “In 2018 we achieved several significant milestones across all of our corporate objectives which we believe position us superbly for accelerating our growth during 2019 and establishing our network as the preferred wireless network carrier for Internet of Things connectivity. These achievements represent the foundation of future growth in our business, including achieving nationwide coverage for our purpose-built IoT wireless carrier network, ramping up sales of our proprietary commercial applications and services, and positioning our customer applications platform for easy adoption by third-party developers.

Highlights from 2018 include:

“Finalizing the architecture of our core network system, which will make Iota the only dedicated IoT wireless carrier operating in the US able to employ world-standard LoRa-based device and network hardware using FCC-licensed 800 MHz radio spectrum.

“Completing our merger into Solbright Group, Inc., making Iota the only “pure play” publicly-traded, fully-featured IoT network operating company in the US.  Today, we’re announcing further the formal name change of our Solbright Energy Solutions, LLC subsidiary to Iota Commercial Solutions, LLC as well as announcing completion milestones on multiple commercial solar energy system installations.  Iota Commercial Solutions will be a prime focus in 2019 as we roll out our energy, optimization, micro location, and access control solutions to the wide-open facilities and campus markets both directly and via exciting new distribution partnerships.

“The continued impressive success of our Iota Spectrum Services division, which has now acquired licensed 800 MHz spectrum within 135 U.S. metro areas.  As of the end of 2018 Iota now operates via direct ownership or via its leasing program and other rights an average of 2.62 MHz of licensed frequencies in the 800 MHz band in market areas with a total population of approximately 175 million.

“In 2019 we will also be focused on our path to uplisting our securities to a major exchange.  As an element of that process, we recently announced the launch of a tender offer for the exercise of a class of warrants issued earlier in 2018, which will yield additional working capital and enhance our capital structure ahead our potential uplisting application.  In addition, we are today announcing the appointment of Carole L. Downs to the Board of Directors, bringing her vast network spectrum and management experience to our board.  In 2019 we will be appointing additional independent directors to our board as well.

“In 2018, Iota came of age as the only pure-play, dedicated IoT enterprise combining its own network system, applications platform, and FCC licensed radio spectrum, and we believe, well-position to assume a leadership position among companies dedicated to this exciting new industry.

“2019 will be another year of action and accomplishment for us, as we turn that leadership potential into reality.”

Carole L. Downs Appointment to the Board of Directors

Ms. Downs is currently President of Spectrum Programs for Iota Communications.  Ms. Downs’s career in the wireless industry began in October, 2007 when she co-founded and served as CEO of a small application services firm which specialized in the acquisition of FCC spectrum licenses.  In 2012, due to her accomplishments in the wireless industry, Ms. Downs was recognized by the National Association of Professional Women as the “Professional Woman of the Year” for her outstanding leadership and commitment within her profession.  Ms. Downs also has decades of significant and noteworthy accomplishments in the residential and commercial real estate industry.

Iota Commercial Solutions, LLC Name Change and Project Update

Solbright Energy Solutions, LLC (SES), our wholly-owned subsidiary, has changed its name to Iota Commercial Solutions, LLC, which reflects the commitment we have to our brand across all of our business lines following the recent merger of Solbright Group with M2M Spectrum Networks.  The name change is also consistent with the expansion of our subsidiary’s activities to include our asset tracking and other, more broad facilities management solutions.

Additionally, we are pleased to announce several successful projects at or near completion during 2018:

  • Cummington MA – 642 kWp DC Ground Mount Solar Farm. Iota Commercial Solutions was the turnkey EPC provider and co-developer for this grid-connected (National Grid) system in northwestern Massachusetts. The solar field is comprised of 1,949 Hanwha/Q-Cell high-efficiency modules and will deliver in excess of 875 megawatt hours of clean, renewable energy to the grid each year. The system is owned/operated/co-developed by RevEnergy C2 Franklin, LLC.
  • Wareham MA – 1,402 kWp DC Ground Mount Solar Farm. Iota was the turnkey EPC provider and co-developer for this grid-connected (Eversource) system in southeastern Massachusetts. The solar field is comprised of 4,176 ET Solar high-efficiency modules and will deliver in excess of 1,875 megawatt hours of green energy – powering up to 180 homes annually. The system is owned/operated by Nautilus.
  • South Carolina – 6,540 kWp DC Roof Mount Portfolio. With the 2017 implementation of Act 236 in South Carolina, Iota co-developed a sizable portfolio of commercial retail rooftops and subsequently served as the EPC for 9 prominent locations. System sizes ranged from 320 kWp DC up to 1,100 kWp DC and were net-metered or sell-all configurations dependent upon the servicing utility for a given location.
  • Augusta GA – 335.9 kWp DC Ground Mount Solar Farm. Iota was the turnkey EPC provider for this net-metered (Ga Power) system in eastern Georgia. The solar field is comprised of 988 Trina Solar high-efficiency modules and will deliver in excess of 500 megawatt hours of clean, renewable energy to the elementary and middle school to which it is connected. The system – one of the first for the school district – will enable lower operating costs, advanced sustainability achievement and exceptional educational benefits for the students, school district and community. Mechanical completion is slated for the end of December with energization in mid-January 2019.

Tender Offer

On December 11, 2018 Iota filed a Tender Offer to facilitate the exercise of a series of its Warrants into Common Stock in order to enhance its capital structure and working capital position ahead of its potential uplisting application to a major exchange.  Barclay Knapp, Chairman and CEO of Iota commented, “Our Tender Offer has been well received by our warrant holders, all of whom are also owners of licensed radio spectrum that we lease for use in our networks.  We expect a favorable conclusion to our offer in mid-January, and will proceed from there with our application for uplisting to a major exchange.”

COMPANY DESCRIPTION

Iota is a new, nationally-available, wireless carrier network system and applications platform dedicated to the Internet of Things.  Iota sells recurring-revenue solutions that optimize energy usage, sustainability and operations for commercial and industrial facilities – principally to Enterprise customers – both directly and via third-party relationships.  Iota also offers important ancillary products and services which facilitate the adoption of its subscription-based services, including solar energy, LED lighting, and HVAC implementation services.

Forward-Looking Statements:

This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated are: risks related to the acquisition and integration of the Solbright assets, risks related to our growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

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 /PRNewswire/ — Solbright Group, Inc. (OTC: SBRT), the first pure-play, fully-featured, dedicated Internet of Things (“IoT”) network operating and app platform company in the U.S., today announced the finalization of its formal name change to Iota Communications, Inc. (“Iota” or the “Company”) as well as its ticker symbol change to IOTC, both of which will be market-effective immediately.

As previously disclosed, the holders of a majority of the shareholder votes of Solbright Group, Inc. adopted resolutions by written consent, in lieu of a meeting of stockholders, to amend the Certificate of Incorporation to change its name to Iota Communications, Inc. to better reflect the company’s expanded focus as an integrated IoT network connectivity and applications platform provider.

On November 26, 2018, Solbright Group, Inc. filed its Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of the State of Delaware changing the name of the Company to Iota Communications, Inc., upon which the Company received notification from the Financial Industry Regulatory Authority (“FINRA”), that as of November 28, 2018 both the name change will be market-effective and the new symbol of the Company will be “IOTC”.  Current shareholders are not required to take any action in relation to these changes.

“We are pleased to have completed our formal name and ticker symbol change as it marks a final step in the true integration of our recent merger,” said Barclay Knapp, Chairman and Chief Executive Officer of Iota. “Our new, nationally-available network system and app platform is allowing customers to improve their businesses and their everyday lives by interacting with information coming from their equipment, devices, and processes in ways they never could before.This month, as we complete our second fiscal quarter — and our first quarter operating as the merged Iota — we anticipate continued revenue growth and margin expansion as we further leverage the power of our technology and services.”

To learn more about Iota Communications, Inc. visit their website at https://www.iotacommunications.com.

About Iota Communications, Inc.:
Iota provides a nationally-available, wireless network and operating system (the “platform”) which has been purpose-built and optimized for Internet of Things applications. Iota’s is the only IoT-dedicated wireless platform in the US whose core network operates on FCC-licensed radio spectrum, and the only one which also connects all standard end devices transmitting on standard cellular, WiFi, Bluetooth, and Zigbee protocols. Iota operates an open-interface applications environment which hosts and distributes both Iota’s and third-party customer applications.  Iota also offers important additional products and services which facilitate the adoption of our platform-based services. These include customer connectivity devices and other pass-through equipment for certain applications, FCC license application, procurement, and leasing services, and solar energy, LED lighting, and HVAC conversion and implementation services.

Forward-Looking Statements: 
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated are: risks related to the acquisition and integration of the Iota assets, risks related to our growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

SOURCE Solbright Group, Inc.

cue-Rx™ Launch Revolutionizes At-Home Patient Medication Dispensing

Provides Improved Medication Adherence, Greater Independence for Seniors, and Real-Time Communication to Caregivers

cue-Rx DeviceNEW HOPE, Pa.Oct. 29, 2018 /PRNewswire/ — Solbright Group, Inc. (OTC: SBRT), soon to be renamed Iota Communications, Inc., recently announced the commercial launch of cue-Rx™, a new medication adherence system that it believes will revolutionize at-home medication dispensing for patients and caregivers by delivering prescriptions in their original containers.

The first medication adherence system that operates with its own dedicated radio communications system, cue-Rx™ attracted attention earlier this month when it was launched at the National Association for Home Care & Hospice Expo in Dallas, TX.

With more than a dozen active trials currently underway, cue-Rx™ begins with an automated device that alerts patients and delivers their prescription at the exact time they should be taking their medication, in their actual prescription container. The cue-Rx™ carousel turns, opens to the correct pill bottle compartment and allows the patient to take their medication as prescribed – right from the original pill bottle. cue-Rx™ provides timely phone, text, and email alerts to clinicians, caregivers, and families in order to quickly identify non-adherent patients. cue-Rx™ is designed for patients at hospitals, in home-care, assisted living facilities, senior living facilities, and continued care retirement communities. The device is also designed for home use – to improve medication adherence long-term, allowing more patients to stay home longer living comfortably and safely.

According to a 2014 NIH study, between $100 and $300 billion of avoidable health care costs have been attributed to non-adherence in the US annually, representing 3% to 10% of total US health care costs.

“As health systems, providers, and families work to better manage high-risk, and high-cost chronic patient populations in order to reduce costs, cue-Rx™ is positioned to play a pivotal role by minimizing non-compliance,” said Kevin Casey, President of Solbright/Iota Healthcare. “cue-Rx™ is a plug and play device and connects via its own dedicated radio system directly to the cloud, thus eliminating reliance on either the patient’s or the facilities’ networks. This flexibility not only offers critical reliability of access to end users, but it also reduces overall costs. Clinicians are enthusiastic about the positive impact cue-Rx™ will have on compliance.”

Dr. Daniel Kullukian, M.D. of Surgical Healthcare, LLC in Phoenix, AZ recently reviewed cue-Rx™ for use in a post-acute medication reconciliation trial. “cue-Rx’s simple design and powerful software will help our patients stay on track with their medications, improve their quality of life, and give families the peace of mind that their loved ones are taking their meds as prescribed,” he said. “When you consider the positive effects of cue-Rx™ across our entire patient population, the savings to our health system from improved compliance will be enormous; largely in our geriatric population.”

Solbright/Iota’s CEO Barclay Knapp has a positive outlook about the launch of cue-Rx™, citing teamwork and dedication as the pillars that turned the product into a reality. “We’ve teamed beautifully with our IP partner, One World, as well as our test and trial customers to develop and commercialize cue-Rx™,” Knapp said. “We’re very excited now to see the product get into the hands of real patients who are benefiting from the device. We are especially pleased that cue-Rx™ is already having a positive impact on the quality of life for those patients in our current trials.”

One of those patients, Ms. Erleen Lane, who confirms the value of her cue-Rx™, stated, “I began my cue-Rx™ trial one week ago, immediately following my discharge from the hospital.  It has already made improvements in my life. cue-Rx’s simple and sleek design, easy-to-use software, and improved alerts will help me stay on track with my medications.”

Lane said cue-Rx™ has begun to make her more consistent with her medication dosages and has helped improve her quality of life.

“It is allowing my family the peace of mind that I am taking my medicine as prescribed,” she explained. “The best part is, if I forget my meds, cue-Rx™ will call me and my loved ones to remind us. With cue-Rx™, I will not be readmitted to the hospital for medication mismanagement any longer.”

The cue-Rx™ product development team continues to add features that are designed to improve the quality of life for patients. The sophisticated onboard microprocessor in cue-Rx™ will allow the product to connect, via Bluetooth or wirelessly, to other wearable and connected peripherals that provide key biometrics for remote, real time monitoring of patients. cue-Rx™ is now actively adding peripheral device partners as well as leading Population Health Portals partners to its hub. This strategy will transform cue-Rx™ from a medication reminder device to a complete and comprehensive hub of wearables and other devices. These wearable devices will feed data in real time via health portals, to providers who can remotely manage these patients.

To learn more about cue-Rx™ and Solbright/Iota, visit https://www.iotacommunications.com/cue-rx.

About Iota Communications, Inc.
Solbright Group, Inc., soon to be renamed Iota Communications, Inc., is operating the first licensed, nationwide wireless network dedicated to the rapidly emerging Machine-to-Machine industry. The company is developing a wide-area, ubiquitous coverage, data radio system based on licensed spectrum and proprietary technology; purpose-built and dedicated solely to M2M applications for the long-term. Iota has locations in Phoenix, ArizonaNew Hope, Pennsylvania, and Jacksonville, Florida. To learn more Iota, visit their Website at https://www.iotacommunications.com.

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., Sept. 6, 2018  — Solbright Group, Inc. (OTCQB: SBRT), an industrial AI, machine learning and energy management company providing Internet of Things (IoT) solutions for commercial and industrial facilities, and M2M Spectrum Networks, LLC, the fast-growing, national, dedicated IoT network access and IoT solutions company, today announced the completion of their merger to create Iota Communications, Inc. (Iota).

Initially announced on July 31, 2018, the merger brings together two companies at the leading edge of the proliferation of the IoT to form a new company that is the first publicly-traded, pure-play, fully-featured IoT network operating company in the U.S.

Prior to the merger, the companies entered into a partnership to create a fully-integrated suite of solutions for commercial facilities, called SFNet, which is a comprehensive, next-generation Smart Facilities line of products that includes IoT-enabled security, asset tracking, facilities management, energy management, predictive maintenance and other services. The unique value proposition of the combined company includes reducing energy costs, increasing asset values, lowering maintenance and increasing productivity at a fraction of the cost of prevailing solutions, resulting in an attractive return on investment for customers.

Under the terms of the merger agreement, Spectrum Networks Group, LLC, the majority owner of M2M, converted its previous $5 million investment into Solbright common stock at $1.00 per share. Solbright, which had 38.39 million shares outstanding pre-merger, acquired 100 percent of M2M inexchange for 152.84 million shares of Solbright common stock and the issuance of warrants to acquire an additional 18.28 million shares of Solbright common stock.

With the merger complete, Iota will receive significant funding capability from M2M over the next 18 months and will seek to change its stock trading symbol to reflect the new name while applying for an up-listing of its shares to a major exchange.

The company also announced today the appointment of Barclay Knapp as Chairman of the Board and Chief Executive Officer and Terrence DeFranco as President and Chief Financial Officer, who will maintain his position on the board of directors.

Mr. Knapp, 61, has been a successful telecommunications industry executive for more than 35 years. Prior to co-founding M2M Spectrum Networks, LLC, he served as the Chairman and CEO of ProCapital Group, LLC, a management advisory group focused on developing high-growth companies.

Previously, Mr. Knapp was a co-founder and President of Cellular Communications, Inc. (CCI/Cellular One) in 1983, the first cellular company in the U.S. to go public. After more than 10 years of industry-pioneering operations, in the mid-’90s Mr. Knapp facilitated the sale of CCI/Cellular One and its two international affiliates for total valuations of $6 billion.

In 1993, Mr. Knapp co-founded and was CEO of NTL, Inc. (now Virgin Media Inc.), and grew the company into what is now the largest cable and broadband provider in the U.K. In 1998, The Financial Times named him “Telecommunications Executive of the Year.”

Mr. Knapp earned a BA in Mathematics from The Johns Hopkins University and an MBA from Harvard Business School. He is currently a Fellow in the Center for Financial Economics at The Johns Hopkins University.

Mr. DeFranco, 52, has extensive experience in management, operations and finance of emerging middle market companies. His background is primarily in the area of corporate finance, previously serving as head of investment banking for Baird, Patrick & Co., Inc., and head of investment banking and founding partner of Burlington Securities Corp. He began his career on Wall Street in 1991 with UBS.

From 2004 to 2012, Mr. DeFranco served as Chairman and CEO of Edentify, Inc., a financial risk management software company. Since January, 2013, Mr. DeFranco served as the CEO and President of Solbright Group, Inc. He is a graduate of the University of North Carolina at Chapel Hill with a BA in Economics.

With offices in New Hope, PA, Phoenix, AZ, Newark, NJ, Charleston, SC, and Jacksonville, FL, Iota seeks to become the preeminent provider of comprehensive solutions for creating, connecting and managing communications for the commercial IoT by leveraging M2M’s best in class, end to end network connectivity employing FCC-licensed radio spectrum which ensures ubiquitous and high-quality connectivity of devices. Iota has established considerable traction for these solutions in multiple verticals, including healthcare, agriculture, logistics and geo-marketing.

Additionally, Iota leverages a robust IoT cloud platform buttressed with the BrightAI analytics platform developed by Solbright and integrated with its commercial LED, HVAC and solar engineering, procurement and construction services, all of which facilitate the further development of SFNet.

To learn more about the Solbright-M2M merger, visit this special FAQ page at https://www.solbrightgroup.com/solbright-iota-faqs.

To learn more about M2M/Iota Communications, visit their website at https://www.iotacommunications.com.

To learn more about Solbright Group, visit their website at https://www.solbrightgroup.com.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is being made in respect of the proposed merger transaction involving Solbright Group, Inc. (“Solbright”), Iota Networks, LLC (“Iota”), M2M Spectrum Networks, LLC (“M2M”) and Spectrum Networks Group, LLC (“Spectrum”). The adoption of the Agreement and Plan of Merger and Reorganization and the approval of the transactions contemplated thereby will be submitted to the stockholders of Solbright for their consideration, and Solbright will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a definitive information statement, which will be mailed to Solbright stockholders. However, such documents are not currently available.

Investors and security holders may obtain free copies of the definitive information statement, any amendments or supplements thereto and other documents containing important information about each of Solbright and M2M, once such documents are filed by Solbright with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, copies of the documents filed with the SEC by Solbright will be available free of charge under the heading “SEC Filings” within the “Investor Relations” section of Solbright’s website at www.solbrightgroup.com or by contacting Solbright’s Investor Relations Department at One Gateway Center, 26th Floor, Newark, NJ 07102, Attn: Investor Relations; by telephone: (973) 339-3855; or by email: investors@solbrightgroup.com.

Forward-Looking Statement

Certain information contained in this press release includes “forward-looking statements” related to our regulatory submissions and projected cash position. We may, in some cases use terms such as “predicts,” “believes,” “potential,” “continue,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, including statements regarding our ability to succeed in completing the merger, implementing the post-merger business strategy, and unforeseen market factors or events in our business development plans and the other risks set forth our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

SOURCE Solbright Group, Inc.

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 of Things (IoT) solutions for commercial and industrial facilities, and M2M Spectrum Networks, LLC, the fast-growing, national, dedicated IoT network access and IoT solutions company, today announced the signing of a merger agreement creating the first publicly-traded, pure-play, fully-featured IoT network operating company in the U.S.

The merger follows Solbright and M2M’s June partnership announcement, offering a comprehensive, next-generation Smart Facilities line of products and services, called SF Net, which includes security, asset tracking, facilities management, energy management, predictive maintenance and more.

The new combined company, to be renamed Iota Communications, Inc. (“Iota”), will add Iota’s healthcare, logistics, agricultural, and geo-marketing base to Solbright’s smart facilities and industrial offerings, bringing together:

  • M2M’s best-in-class, end-to-end network connectivity employing FCC-licensed radio spectrum;
  • a robust IoT cloud platform buttressed with BrightAI from Solbright; and
  • a combined suite of applications for the IoT’s most valuable verticals.

“The more we understood Solbright’s resources, the more we realized that a complete integration of the two companies would have the potential to create significant value for both customers and shareholders”, said Iota Co-Founder and CEO Barclay Knapp. “Our plug-and-play IoT network access system, licensed radio frequencies, and customer applications, coupled with Solbright’s superior ‘back-end’ analytical capabilities, will provide a comprehensive end-to-end platform that we believe is unmatched in today’s IoT industry.  We anticipate that becoming the country’s first publicly-traded, pure-play IoT network operating company will provide us with significant competitive advantages as we accelerate Iota’s strategic development.”

“Our partnership with Iota revealed a tremendous opportunity for us to put the companies together to drive value for our shareholders and customers,” added Solbright Chairman and CEO Terrence DeFranco.  “This transaction is potentially a catalyst to place us years ahead in terms of our existing business in serving commercial and industrial facilities managers while adding significant value as a full service, turn-key IoT service provider in multiple verticals.  In all, we believe this deal puts us at the forefront in the industry and we could not be more excited to be a part of such a dynamic and explosive opportunity.”

M2M, with offices in New Hope, PA and Phoenix, AZ, provides comprehensive solutions for creating, connecting and managing communications for IoT. The company created the first dedicated, national, carrier-grade wireless network system to standardize and simplify IoT network access for end-customers. It employs FCC licensed radio spectrum to ensure quality and reliability. M2M’s network system connects standard Bluetooth Low Energy (BLE) and WiFi-based beacons and sensors to its cloud platform data store, from which any end-user application can access location, tracking, or sensor-based data for inclusion into end-user management systems.

Solbright, with offices in Newark, NJ and Charleston, SC, is an industrial automation and energy management company providing IoT solutions that help commercial and industrial facilities increase efficiency and reduce cost. It delivers technology solutions for building and machine automation and energy conservation that complement its energy conservation services such as LED lighting retrofits, HVAC system retrofits and solar engineering, procurement and construction services.

Under the terms of the Agreement and Plan of Merger and Reorganization executed on July 30th, 2018, Spectrum Networks Group, LLC, the majority owner of M2M, will convert its previously announced $5 million investment into Solbright common stock at $1.00 per share. Solbright will acquire 100 percent of M2M in accordance with a share exchange in which approximately 143.27 million shares of common stock will be issued to the equity owners of M2M plus warrants to acquire an additional approximate 11.99 million shares of common stock. M2M is also bringing significant additional funding capability over the next 18 months from its ongoing Spectrum Partners Program, which Iota intends to utilize going forward.

The parties expect the closing to take place in early September 2018.

Iota will be led by Barclay Knapp as Chairman and CEO and Terrence DeFranco as President and CFO. Barclay Knapp and Terrence DeFranco will be the initial members of the Board of Directors and additional members will be appointed at the time of the merger.  The parties expect to change Solbright’s trading symbol shortly after the closing of the merger, and Iota intends to apply for an up-listing of its stock onto a major exchange upon meeting the listing qualifications.

Ladenburg Thalmann & Co. Inc. acted as sole advisor to M2M. Morgan, Lewis & Bockius, LLP acted as legal counsel to M2M and Crone Law Group acted as legal counsel to Solbright.

To learn more about the Solbright-M2M merger, visit this special FAQ page at https://www.solbrightgroup.com/solbright-iota-faqs/.

To learn more about Solbright Group, visit their website at https://www.solbrightgroup.com.

To learn more M2M/Iota Communications, visit their website at https://www.iotacommunications.com.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  This communication is being made in respect of the proposed merger transaction involving Solbright Group, Inc. (“Solbright”), Iota Networks, LLC (“Iota”), M2M Spectrum Networks, LLC (“M2M”) and Spectrum Networks Group, LLC (“Spectrum”).  The adoption of the Agreement and Plan of Merger and Reorganization and the approval of the transactions contemplated thereby will be submitted to the stockholders of Solbright for their consideration, and Solbright will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a definitive information statement, which will be mailed to Solbright stockholders.  However, such documents are not currently available.

Investors and security holders may obtain free copies of the definitive information statement, any amendments or supplements thereto and other documents containing important information about each of Solbright and M2M, once such documents are filed by Solbright with the SEC, through the website maintained by the SEC at www.sec.gov.  In addition, copies of the documents filed with the SEC by Solbright will be available free of charge under the heading “SEC Filings” within the “Investor Relations” section of Solbright’s website at www.solbrightgroup.com or by contacting Solbright’s Investor Relations Department at One Gateway Center, 26th Floor, Newark, NJ 07102, Attn: Investor Relations; by telephone: (973) 339-3855; or by email: investors@solbrightgroup.com.

Forward-Looking Statement
Certain information contained in this press release includes “forward-looking statements” related to our regulatory submissions and projected cash position. We may, in some cases use terms such as “predicts,” “believes,” “potential,” “continue,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, including statements regarding our ability to succeed in completing the merger, implementing the post-merger business strategy, and unforeseen market factors or events in our business development plans and the other risks set forth our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q.  For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

SOURCE:  Solbright Group, Inc.

Contact:

For Solbright Group, Inc:

Solbright Group, Inc.
Attn: Investor Relations – One Gateway Center, 26th Floor, Newark, NJ 07102
investors@solbrightgroup.com

For M2M Spectrum Networks, LLC (dba Iota):

M2M Spectrum Networks, LLC dba Iota
PR Department
Attn: Merger Inquiry
1-855-743-6478
contact@iotacommunications.com


View Press Release on PR Web:
https://www.prweb.com/releases/solbright_and_m2m_spectrum_networks_merge_to_create_iota_communications_inc/prweb15660793.htm

Solbright and Iota team up to create and offer Smart Facilities Product Line

Partnership will bring next generation Industrial Internet of Things applications and connectivity for Smart Facilities

Solbright and Iota PartnershipNEWARK, N.J. and NEW HOPE, Pa.June 18, 2018 /PRNewswire/ — Solbright Group, Inc. (OTCQB: SBRT), a multi-faceted energy services and technology company and M2M Spectrum Networks, LLC dba Iota, a company that provides comprehensive Internet of Things (IoT) communication solutions, today announced an agreement in which the two companies will work together to offer a comprehensive, next-generation Smart Facilities line of products and services called SF Net.

Leveraging expertise and resources from both companies, SF Net combines a network and suite of solutions that will provide corporate and campus facility managers with a one-stop, turnkey-installed, facility-wide, carrier-grade network and applications platform with an extensive set of ready-to-implement applications. Pricing will start as low as 2 centsper square foot per month and will be maintained and monitored by Iota 24/7.

Iota, with offices in New Hope, PA and Phoenix, AZ, provides comprehensive solutions for creating, connecting and managing communications for IoT. They created the first dedicated, national, carrier-grade wireless network system which standardizes and simplifies IoT network access for end-customers.

Iota’s network system connects standard Bluetooth Low Energy (BLE) and WiFi-based beacons and sensors to its Cloud Platform data store, from which any end-user application can access location, tracking, or sensor-based data for inclusion into end-user management systems.

As part of their continuing rollout of nationwide wireless coverage, which will be a big benefit to SF Net, Iota also announced the region-wide rollout of its network system to fully cover Newark, NJPhoenix, AZ and Las Vegas, NV.

Solbright, with offices in Newark, NJ and Charleston, SC, leverages their proprietary BrightAI™ IoT platform with energy efficiency services, such as automated Evaluation, Measurement and Verification (EM&V) LED lighting, solar PV, and predictive maintenance in order to increase efficiency and reduce cost.

BrightAI™ is a converged IoT-based management platform that can monitor indoor air quality or mechanical sensors, meters, or building automation and control devices in a facility. It features energy management and predictive maintenance applications by way of a cloud control dashboard. BrightAI™ is ideal for many facility IoT applications including monitoring and alerting, demand response, demand control ventilation and predictive analytics.

Together, the synergies of both companies provide the technological backbone for SF Net as the mobile-enabled end-user applications will include:

  • Energy analytics and demand response
  • Facility-wide micro-tracking of individual items or important assets down to 1 meter resolution
  • Evaluation, Measurement and Verification (EM&V)
  • Photo imaging capability for visual monitoring and control
  • Predictive analytics, maintenance and early-warning fault notification for operating machinery
  • Proximity-based alerting and response
  • Remote temperature, humidity, light and air quality monitoring and control

The Solbright-Iota team plans to launch SF Net with current Solbright partner, the Ying Wu College of Computing at New Jersey Institute of Technology as well as current Iota customer Arizona Christian University.

Today’s announcement is part of an ongoing business building approach by Solbright to create strategic partnerships and alliances with like-minded growth companies that complement their products and services in an effort to increase sales and grow their brand.

About Solbright Group, Inc.
Solbright Group, Inc. is an industrial automation and energy management company providing Industrial Internet of Things (IoT) solutions that help commercial and industrial facilities increase efficiency and reduce cost.  We deliver technology solutions for building and machine automation and energy conservation that complement our energy conservation services such as LED lighting retrofits, HVAC system retrofits and solar engineering, procurement and construction services. Our focus is towards the development and commercialization of an Internet of Things software platform that supports Big Data applications that complement our energy management services. More information is available at www.solbrightgroup.com

About M2M Spectrum Networks, LLC dba Iota
M2M Spectrum Networks, LLC dba Iota is operating the first licensed, nationwide wireless network dedicated to the rapidly emerging Machine-to-Machine industry. The company is developing a wide-area, ubiquitous coverage, data radio system based on licensed spectrum and proprietary technology; purpose-built and dedicated solely to M2M applications for the long-term. M2M Spectrum Networks has locations in Phoenix, ArizonaNew Hope, Pennsylvania, and Jacksonville, Florida. To learn more Iota, visit their Website at www.iotacommunications.com.

About the Ying Wu College of Computing at NJIT
As the only college of its kind in New Jersey, the Ying Wu College of Computing (YWCC) builds on decades of dedicated computing education and research. YWCC is the largest computing program in the New York City region and graduates approximately 750 computing professionals each year, yet our classes remain small, averaging about 30 students.

Our faculty are engaged in cutting-edge research in areas ranging from networking and computer security to big data analytics, to bioinformatics, gaming and virtual reality.  Our students have access to mobile devices, high-end workstations, game development software, robots, and networking equipment – both wired and wireless. Our students are groomed for a wide range of employment options, and most will end up working at the best companies, often before graduation.

New Jersey Institute of Technology (NJIT) is a leading public technological research university, focusing on the science, technology, engineering, and mathematics (STEM) disciplines, as well as architecture, design, and management.


SOURCE Solbright Group, Inc.

Introducing: Iota

Iota Logo

M2M Spectrum Networks has re-branded our company to Iota, effective Friday, May 25th, 2018. 

The name Iota, which stands for “Internet of Things Access“, not only better incorporates the latest industry-standard terms, but also better describes what we provide – access:  anytime, anywhere, for anything.  We believe this name reflects all of the services we offer.  We provide Internet of Things (IoT) access to our customers via turnkey solutions which include hardware, software and network connectivity over licensed spectrum.

More exciting developments are coming in 2018!

M2M Spectrum Networks and Link Labs Announce Technology Partnership

M2M Spectrum Networks and Link Labs form a strategic partnership to create an LPWA wireless network for the Internet of Things

NEW HOPE, PA – October 25, 2016 – M2M Spectrum Networks (M2M SN), a leading complete solutions provider for Machine-To-Machine communications, today announces that they have selected Link Labs as their technology partner. Link Labs provides a breakthrough carrier grade Internet of Things wireless platform called Symphony Link. Incorporating M2M SN licensed spectrum and Link Labs Symphony Link will create an unmatched LPWA wireless network for the Internet of Things.

“After extensive evaluation of all of the Low Power, Wide Area Network (LPWAN) technologies available on the market, Link Labs was the clear choice,” said M2M Spectrum Networks CEO Barclay Knapp. “When we combined the unparalleled performance and features that Symphony Link brings with the incredible team from Link Labs, we had a winning combination.”

Symphony Link, which utilizes LoRa wireless technology, is an advanced LPWAN system which features high throughput, wireless firmware upgrades, low powered repeaters, and 100% bi-directional message acknowledgement. Symphony Link is the ideal system for use cases in smart buildings, asset tracking, agriculture, and industrial automation.

“Link Labs could not be more excited to partner with M2M,” said Link Labs CEO Bob Proctor. “Using licensed spectrum for a wide area networking makes them a partner that our critical infrastructure and enterprise customers can count on.”

About M2M Spectrum Networks
M2M Spectrum Networks, LLC is operating the first licensed, nationwide wireless network dedicated to the rapidly emerging Machine-to-Machine industry. The company is developing a wide-area, ubiquitous coverage, data radio system based on licensed spectrum and proprietary technology; purpose-built and dedicated solely to M2M applications for the long-term. M2M Spectrum Networks has locations in Phoenix, Arizona, New Hope, Pennsylvania, and Jacksonville, Florida. For more information, please visit http://www.m2mspectrum.com.

About Link Labs
Based in Annapolis, Maryland, Link Labs Inc. is a leading innovator in low-power, wide-area network technologies that power the Internet of Things (IoT). The company was founded by a group of veteran engineers from the Johns Hopkins University Applied Physics Lab who had worked together on a variety of projects for the U.S. Department of Defense, telecommunications industry, and Intelligence Community. Link Labs powers a range of IoT applications across many industries including smart cities, agriculture, building controls, automotive, healthcare, government, defense, retail, and utilities. For more information, please visit http://www.link-labs.com.