UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 11, 2018

 

IIOT-OXYS, Inc.

(Exact name of registrant as specified in its charter)

 

         
Nevada   000-50773   56-2415252
(State or Other Jurisdiction   (Commission File   (I.R.S. Employer
of Incorporation)   Number)   Identification Number)

 

705 Cambridge Street

Cambridge, MA 02141

(Address of principal executive offices, including zip code)

 

(617) 500-5101

(Registrant’s telephone number,

including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 
 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On January 11, 2018, IIOT-OXYS, Inc., a Nevada corporation (the “ Company ”), the closing of the Securities Exchange Agreement dated December 14, 2017, between the Company, HereLab, Inc., a Delaware corporation (“ HereLab ”), and the shareholders of HereLab (the “ Exchange Agreement ”) was held (the “ Closing ”).

 

Upon completion of the Closing, the Company issued an aggregate of 1,650,000 shares of its Common Stock on a pro rata basis to the two shareholders of HereLab, and HereLab became a wholly owned subsidiary of the Company.

 

Upon Closing, the Company filed Articles of Exchange with the State of Nevada. A copy of the Articles of Exchange is attached hereto as Exhibit 2.1.

 

Under the terms of the Exchange Agreement, HereLab has agreed to prepare and furnish audited financial statements in compliance with Item 9.01(a) of Form 8-K for filing by IIOT not later than 75 days following the Closing.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

In connection with the Closing, the Company issued an aggregate of 1,650,000 shares of its Common Stock (the “ Shares ”) to the shareholders of HereLab in exchange for all of the outstanding common shares of HereLab.

 

Each of the above shareholders delivered appropriate investment representations with respect to the Shares and consented to the imposition of restrictive legends upon the stock certificates representing the Shares. No shareholder entered into the transaction with us as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. Each shareholder was also afforded the opportunity to ask questions of management and to receive answers concerning the terms and conditions of the share exchange transaction. These securities were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of these securities.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Director and Officer

 

At the Closing, Patrick Phillips, the principal shareholder of HereLab, was appointed as Vice President of Product Management and a director of the Company and received 1,500,000 of the shares issued in the exchange transaction. The term of Mr. Phillips’ appointment is until the next annual meeting of shareholders or until his successor is duly elected and qualified. At this time, there are no plans to appoint Mr. Phillips to any committees. Mr. Phillips does not have a family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer.

 

Besides the disclosure in Items 2.01 and 5.02 hereto, there is no disclosure to be provided pursuant to Item 404(a) of Regulation S-K relating to Mr. Phillips’ appointment as a director.

 

Item 8.01 Other Events.

 

On January 12, 2018, the Company issued a press release announcing the Closing of the Exchange Agreement.

 

The Press Release, furnished as Exhibit 99.1 to this Form 8-K, may contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, and subsequent reports filed by the Company with the Securities and Exchange Commission (the “ Commission ”). For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the Commission, through the issuance of press releases or by other methods of public disclosure.

 

 

 

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Item 9.01 Financial Statements and Exhibits.

 

(d)         Exhibits .

 

Exhibit No.   Description
2.1   Articles of Exchange
99.1   Press Release Dated January 12, 2018

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  IIOT-OXYS, Inc.
   
Date: January 12, 2018 By: /s/ Giro DiBiase
    Giro DiBiase, Chief Executive Officer

 

 

 

 

 

 

 

 

 

 


  3  

 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

 

 

   
Articles of Exchange  
(PURSUANT TO NRS 92A.200)  
   
   

 

Articles of Exchange

(Pursuant to NRS Chapter 92A - excluding 92A.200(4b))

 

 

1) Name and jurisdiction of each constituent entity (NRS 92A-200);

 

If there are more than two constituent entities, please check box and attach an 8 1/2” x 11” blank sheet listing the entities continued from article one. 

 

HereLab. Inc.

Name of acquired entity

 

Delaware Corporation
Jurisdiction Entity type *

 

and,

 

IIOT-OXYS. Inc.

Name of acquiring entity

 

Nevada Corporation
Jurisdiction Entity type

 

2) The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200).

 

 

* Corporation, non-profit corporation, limited partnership, limited liability limited partnership, limited-liability company or business trust.

 

FILING FEE: $350.00

 

 

  1  

 

 

 

   
Articles of Exchange  
(PURSUANT TO NRS 92A.200)  
Page 2  
   

 

 

 

3) Owners approval (NRS 92A.200) (options a, b or c must be used for each entity):

 

If there are more than two constituent entities, please check box and attach an 8 1/2" x 11" blank sheet listing the entities continued from article three.

 

(a) Owners approval was not required from

 

___________________________________________

Name of acquired entity, if applicable

 

and, or;

 

IIOT-OXYS. Inc.

Name of acquiring entity, if applicable

 

(b) The plan was approved by the required consent of the owners of

 

HereLab, Inc.

Name of acquired entity, if applicable

 

and, or;

 

________________________________________________________ 

Name of acquiring entity, if applicable

 

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange.

 

 

  2  

 

 

   
Articles of Exchange  
(PURSUANT TO NRS 92A.200)  
Page 3  
   

 

 

(c) Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160):

 

The plan of exchange has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of exchange is required by the articles of incorporation of the domestic corporation.

 

___________________________________________

Name of acquired entity, if applicable

 

and, or;

 

___________________________________________

Name of acquiring entity, if applicable

 

4) Location of Plan of Exchange (check a or b):

 

(a) The entire plan of exchange is attached;

 

or,

 

(b) The entire plan of exchange is on file at the registered office of the acquiring corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200).

 

 

 

  3  

 

 

   
Articles of Exchange  
(PURSUANT TO NRS 92A.200)  
Page 4  
   

 

 

5) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)

 

Date:____________________          Time:____________________

 

6) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership: A manager of each Nevada limited-liability company with managers or a member if there are no Managers: A trustee of each Nevada business trust (NRS 92A.230): **

 

If there are more than two constituent entities. please check box and attach an 8 1/2" x 11" blank sheet listing the entities continued from article six.

 

 

HereLab, Inc.

Name of acquired entity

 

 

 

* An exchange takes effect upon filing the articles of exchange or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

 

** The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

 

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Exhibit 99.1

 

IIoT-OXYS Inc. Completes its Acquisition of HereLab Inc., Strengthening its Capabilities in the Industrial Internet of Things (IIoT) Space.

 

 

CAMBRIDGE, MA / January 12, 2018 / IIoT-OXYS Inc. (Stock Symbol: ITOX) announced today that it has completed its acquisition of HereLab Inc. (www.herelab.io) and has thereby strengthened its capabilities and potential customer base in the Industrial Internet of Things (IIoT) Space. Giro DiBiase, CEO of IIoT-OXYS Inc., explained that “although HereLab Inc. is also an early stage company, they have a very impressive track record of capturing early adopter and early majority customers as well as teaming with industry-leading partners such as Arrow Electronics (NYSE: ARW). On the engineering front, they have OEM products for agriculture, irrigation and urban applications and have on-boarded over 35 sensors on application focused board, interface and enclosure designs. This design expertise gives IIoT-OXYS Inc. a tremendous boost in terms of developing and deploying bespoke solutions for current and future customers in a wide range of industrial sectors including manufacturing, civil infrastructure, agriculture, buildings, power generation and distribution, environmental monitoring, and beyond.”

 

Patrick Phillips, founder of HereLab and newly appointed VP of Product Development and Board Member for IIoT-OXYS, further observed that “at HereLab, we accelerate edge-focused IoT product development and deployment through field tested reference designs, focused channel partnerships and experienced execution. We are working with major chip designers, sensor manufacturers, Agriculture-IoT firms, commercial irrigation and connectivity corporations and others on a wide range of solution driven products and services which will be released starting in Q2 2018. We are very much looking forward to combining forces with IIoT-OXYS to significantly expand both capability and customer base. Together, we have very real product and execution synergies which will rapidly lead to sustainable revenue along a clear growth trajectory.”

 

Giro DiBiase, CEO of IIoT-OXYS Inc. added that “we welcome Patrick to our executive team and we value his significant analytical capability as well as his leadership skills in focusing our product development team on providing the maximum value for our customers and shareholders. This acquisition will bring new capabilities, new leadership strength, and new customers and channel partners to IIoT-OXYS. This all translates to enhanced revenue generation with great prospects for growth.”

 

 

 

Forward-Looking Statements

 

This news release contains forward-looking statements that reflect Management's current views about future events and financial performance. Forward-looking statements often contain words such as ''expects,'' ''anticipates,'' ''intends,'' or ''believes.'' Our forward-looking statements are subject to a number of risks and uncertainties that may cause actual results and events to differ materially from those projected in the forward-looking statements. Risks and uncertainties that could adversely affect us include, without limitation, the loss of major customers, our failure to obtain new contracts, our inability to patent products or processes, our infringement of patents held by others, our inability to finance our business and the other risks and uncertainties that are discussed in our most recent filings with the Securities and Exchange Commission. The forward-looking statements in this news release are made only as of the date of this news release. We undertake no obligation to update our forward-looking statements, whether as a result of new information, future events or otherwise.

 

Contact:

 

Giro DiBiase

CEO

IIoT- OXYS, Inc.

info@oxyscorp.com

+1 617 500 5101

www.oxyscorp.com

www.herelab.io

 

SOURCE: IIoT-OXYS Inc.