A Smarter Network
for a
Smarter World

America's First
Dedicated IoT Network
for AI-Powered
Smart Infrastructure

IotaComm is digitizing the physical world. Our
FCC-licensed 800 MHz network and Delphi360® platform securely connect sensors and systems across buildings, schools, and cities—turning real-world data into intelligence that improves efficiency, health, and sustainability.

  • $100M+ FCC-licensed spectrum asset backing nationwide rollout
  • Recurring SaaS & OEM model driving scalable growth
  • Early commercial traction across education and manufacturing
  • AI-ready platform at the intersection of IoT, ESG, and data intelligence

Join Our Private Placement Round

* $50,000 Minimum Investment

Trusted by:

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Highlights

Watch Our CEO on the Floor of the NYSE

CEO Terrence DeFranco discusses how we’re unlocking $128 billion in wireless market potential.

Smart Buildings
problem

Schools & Businesses 
Are Flying Blind


Every day, critical environments operate without real-time visibility into the air people breathe, the energy systems consume, or how efficient equipment runs.

This blind spot drives:

  • Wasted energy and higher operating costs
  • Poor air quality that impacts health and productivity
  • Unplanned equipment failures due to lack of predictive insights
  • Missed ESG targets and sustainability goals


Traditional networks — Wi-Fi, cellular, or hard-wired systems — are expensive, power-hungry, and limited in range. They were never built for the billions of low-power devices that make up the Internet of Things.

IotaComm solves that.

Solution

Making the Invisible Visible

IotaComm delivers purpose-built connectivity and intelligence for the Internet of Things. Our end-to-end solution transforms sensor data into actionable insight across air quality, energy use, and equipment performance.

Connectivity
Nationwide wireless network built on
dual-band capabilities with our licensed spectrum providing carrier-grade connectivity and our unlicensed spectrum providing world-wide coverage.
Platform
Unified platform that bundles connectivity, certified devices, and cloud infrastructure for delivering
real-time visibility, alerts, and reports for building and facility managers.
Intelligence
Premium AI service that accelerates monetization and deepens analytical capabilities by predicting maintenance needs, optimizing energy, ensuring ESG compliance, and more.

Customer Outcomes

15-30 %
reduction in energy use
30%
reduction in CO2 emissions
10-25 %
savings on building optimizations costs

Smart Infrastructure is the Next $128B Digital Revolution

The infrastructure of tomorrow will think for itself — reducing energy waste, improving air quality, and optimizing equipment performance through continuous data.

Yet most of today’s buildings and cities still operate blindly. They lack connectivity that’s secure, affordable, and capable of reaching deep inside walls, basements, and equipment rooms where Wi-Fi and cellular signals fail. This makes gathering valuable building data inefficient and expensive.  

The need for easily accessible data and reliable connectivity represents a massive opportunity. The Low Power Wide Area Network (LPWAN) sector alone is projected to surpass $128 billion by 2030, growing more than 50 percent annually. Governments and corporations are investing billions into smart infrastructure, decarbonization, and digital transformation — all of which depend on the kind of secure, scalable network IotaComm has already built.

"The next frontier of AI is physical AI." - Jensen Huang, Nvidia CEO

Roadmap

Powering Schools, Hospitality, & Manufacturing

With $100M in underlying spectrum and early recurring revenue, IotaComm is entering its growth phase—expanding coverage, product capabilities, and customer base while positioning for a strategic liquidity event or public offering.

1

Phase I (Now)

Analytic Reports

2

Phase II (2026)

AI & Machine Learning
Predictive Maintenance
Agentic AI

3

Phase III (2027+)

Self-Thinking Building

How It Works

Purpose-Built Connectivity Meets AI-Driven Intelligence

Our technology stack is engineered to deliver what Wi-Fi and cellular cannot — reliable, long-range, low-power connectivity for mission-critical data.

Secure, reliable, standards-based connectivity

LoRaWAN® network that ensures secure, interference-free data flow even in hard-to-reach areas

Scalable and built for commercial & industrial applications

Low infrastructure and maintenance costs

Device Certification & Partner Enablement

Ecosystem of hundreds of device manufacturers worldwide

Cuts deployment risk & time

Ensures reliable performance and security

One Unified Platform

Secure, compliant, and integration-ready platform for enterprise IoT

Purpose-built to accomodate a multitude of uses cases

Visual dashboard & intelligence

AI and Analytics

Premium AI service delivering next level insights and heightening the value of building data

Predictive Analytics & Anomaly Detection

LLM copilots for users

Investment information

6% convertible subordinate debenture with a maturity date of
March 31, 2029. The equity conversion on the debenture is at $12/share, convertible anytime until maturity.

PERKS

Get Warrants Included With Your Investment

INVEST
$50,000-$150,000
Receive
One $12 Warrant
per share
INVEST
$150,000+
Receive
Three $6 Warrants per share
Traction

Validation Through 
Customers, 
Partners, & Hard Assets

IotaComm is past the concept stage and executing a national rollout backed by tangible assets. These milestones prove the model works — and that scale will drive exponential returns.

Enterprise brand partnerships

crayola logobraun logosamuel adams logo

Over $250,000 in recurring revenue

from education and manufacturing customers

OEM partners leveraging our connectivity

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Team

A Team with Decades in Tech & Telecom

Our entreprenuerial team combines a passion for innovation with a track record of creating shareholder value.

A picture of Terrece DeFranco
Terrence DeFranco
CEO & President

Following over a decade on Wall Street, Terrence led two prior startups to a successful exit. With 25+ years of leadership experience and a deep background in strategy and corporate finance, his vision for IotaComm revolves around a strategy of leveraging licensed spectrum to build a wireless network that unlocks the tremendous potential for scalable IoT solutions.

A picture of Charlie Thiel
Charlie Thiel
Chief Revenue Officer

Charlie brings 30 years of business strategy and leadership to the team. He has held executive roles across various industries, excelling in building high-performing teams and expanding market opportunities.

Kim Velez
Chief of Staff, Head of People & Impact

Kim has over 15 years of experience in marketing, communications, partnerships, and people operations across healthcare, media, and technology. She connects strategy, culture, and ESG initiatives—aligning organizational performance with purpose, strengthening stakeholder engagement, and translating vision into measurable impact.

Dr. Wael Guibene
SVP, Product and Technology

Wael has a proven track record in steering high-impact projects across tech and operations, leveraging both strategic vision and hands-on execution. He excels at building cross-functional teams, driving change, and delivering scalable solutions in fast-paced environments.

Derek Brosseau
VP, Head of Sales

Derek is an accomplished sales leader with over two decades of experience scaling revenue, optimizing business development strategies, and leading high-performance teams. He focuses on driving growth by aligning sales strategy with customer needs and market opportunities.

Miguel Jackson
Marketing Manager

Miguel is a marketing leader with over two decades of experience driving brand growth, engagement, and innovation across higher education, sustainability, and technology sectors.
He combines creative strategy and data-driven execution to elevate visibility, strengthen brand positioning, and deliver measurable business impact.

Derek Brosseau
Derek Brosseau

Frequently Asked Questions

3. Are these securities liquid? Can I transfer/sell my shares?

Shares issued in a Reg D offering are “restricted securities.” Transfers are limited and typically subject to a Rule 144 holding period (often ~1 year) and company approval. There may be no active secondary market.

4. How and when do I receive my securities?

After funds clear and accreditation is verified, we issue shares and update the cap table, via our transfer agent, VStock. Typical timing is after the round officially closes.

5. What are the tax considerations?

We can’t provide tax advice. Please consult your tax advisor regarding your specific situation (e.g., holding period, QSBS eligibility if applicable, IRA investing).

6. Can I invest through an LLC, trust, or self-directed IRA?

Often yes. Many investors subscribe via LLCs, Trusts, or SD-IRAs. Documentation requirements vary; we’ll guide you during the subscription process.

7. What updates will I receive as an investor?

While Reg D does not impose ongoing public reporting, we intend to provide periodic investor updates and material disclosures at management’s discretion. See the PPM for details.

1. What security is being offered?
2. What is the price per share and minimum investment?
3. How large is the round and what is the use of proceeds?

$3,000,000

Use of proceeds:

  • CAPEX  $712,500
  • Sales  $487,500
  • Marketing  $225,000
  • R&D  $225,000
  • G&A  $1,350,000
4.  How do I subscribe? What’s the process?

Step 1: Request a consultation
Step 2: Complete investor questionnaire for accreditation verification.
Step 3: Execute Subscription Agreement (DocuSign).
Step 4: Fund via wire/ACH to the designated escrow account.
Step 5: Receive countersigned docs and share issuance from transfer agent.

5. Are there fees to invest (credit card, ACH, wire)?

We do not charge placement fees to investors. Your bank may charge wire/ACH fees. Any portal/processing fees (if applicable) will be disclosed in the subscription flow.

6. How is the company valued?

$136M post money valuation. Our valuation is primarily anchored by our licensed 800 MHz spectrum asset base (~$100M) plus the value of our platform (Delphi360®), network services (IotaWave™), and analytics pipeline (IotaIQ™).

7. What are the key risks?

Please review the Risk Factors section of the PPM carefully. Some Include execution/scale, competitive alternatives, financing needs, technology & cybersecurity.

8. What are potential exit paths and timing?

Potential outcomes include strategic acquisition or a public listing once scale and coverage milestones are achieved. Timing is inherently uncertain.

3. Why is licensed spectrum a moat?

Licensed 800 MHz provides interference-free, deeper penetration (basements/behind walls) and security that unlicensed bands can’t match—ideal for mission-critical IoT. It’s scarce and difficult to replicate, creating durable defensibility.

4. What traction have you achieved?

>$200k early recurring revenue, deployments in education & manufacturing, OEM partners (e.g., Revert, Tellus) running on IotaWave™, and enterprise pilots (e.g., Crayola). Building a pipeline across K-12, manufacturing, hospitality.

5. How will you use new capital to grow?

Accelerate go-to-market, extend gateway coverage, ship Delphi360® v2, and launch IotaIQ™. Focus on recurring data services and OEM network revenue.

6. What are the expected customer outcomes?

15–30% energy savings, 30% CO₂ reduction, 10–25% lower maintenance/optimization costs, with improved health & safety via air-quality monitoring.

7. What is your reporting and governance approach?

While Reg D does not mandate public reporting, we plan to provide periodic investor updates and maintain independent board governance. Material events will be communicated appropriately.

8. Where are you based and who are the key leaders?

HQ: Chapel Hill, NC (with operations in the Lehigh Valley, PA, and Stony Brook, NY). Leadership includes Terrence DeFranco (CEO/Chairman), Dr. Wael Guibene (SVP Product & Tech), Derek Brosseau (VP Sales), Kim Velez (VP People & Impact), supported by a seasoned independent board.

9. How many employees do you have?

15 employees

10. What's the runway and next financing expectations?

Post-raise, we target 12-18 months of runway with objectives to do a follow on raise of $5M to achieve ARR of cash flow break even.

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