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, a national, dedicated IoT network access and IoT solutions company, have announced the signing of a merger agreement creating the first publicly traded, pure-play, fully featured IoT network operating company in the US, the companies said.
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.
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 USD 5 million investment into Solbright common stock at USD 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.