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): May 2, 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 1.01 | Entry into a Material Definitive Agreement. |
On May 2, 2018, the Board of Directors of IIOT-OXYS, Inc., a Nevada corporation (the “ Company ”), through unanimous written consent, approved the Consulting Agreement with Antony Coufal dated April 23, 2018 (the “ Consulting Agreement ”), a copy of which is attached hereto as Exhibit 99.1. Pursuant to the Agreement, Mr. Coufal was appointed as Chief Technology Officer of the Company effective as of April 23, 2018. The Consulting Agreement will terminate upon the completion of the services to be provided by Mr. Coufal pursuant to the Consulting Agreement, subject to earlier termination (30 days’ written notice to be provided by either party). For the first three months of the Consulting Agreement, the Company shall pay to Mr. Coufal a monthly consulting fee of $3,600, which will rise to $6,300 per month after the first three months. In addition, Mr. Coufal will be eligible to participate in the Company’s 2018 Stock Incentive Plan and receive the following issuances of shares of Common Stock, subject to coming to a mutually-agreed vesting schedule to be determined at a later date:
| · | 200,000 shares of Common Stock in 2018; |
| · | 400,000 shares of Common Stock in 2019; and |
| · | 600,000 shares of Common Stock in 2020. |
| Item 8.01 | Other Events. |
On May 4, 2018, the Company issued a press release announcing HereLab, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, entering into a Distributor Agreement dated April 23, 3018 with Arrow Electronics, Inc.
The Press Release, furnished as Exhibit 99.2 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, 2017, 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Consulting Agreement between the Company and Antony Coufal Dated April 23, 2018 | |
| 99.2 | Press Release Dated May 4, 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: May 4, 2018 | By: | /s/ Nevan C. Hanumara |
| Nevan C .Hanumara, Chief Executive Officer | ||
Exhibit 99.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") dated this 23rd day of April 2018
BETWEEN:
IIOT-OXYS, Inc., a Nevada corporation, with offices at of 705 Cambridge Street, Cambridge, Massachusetts, 02141 (the "Client")
- AND -
Antony Coufal, an individual located at 49 Edgemere Road, Quincy, MA 02169 (the "Consultant").
BACKGROUND:
| A. | The Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client. |
| B. | The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement. |
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Services Provided
| 1. | The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services") as outlined below. |
| · | To serve as the Client's Chief Technical Officer with the following responsibilities: |
| o | Help with day to day technical oversight at the 705 Cambridge Office Location |
| o | Help develop and maintain product development roadmaps |
| o | Help develop and maintain Client business plans |
| o | Help others on Management Team with business development |
| o | Other duties and responsibilities as mutually agreed upon |
| 2. | The Services will also include any other consulting tasks which the Parties may mutually agree on. The Consultant hereby agrees to provide such Services to the Client. |
Term of Agreement
| 3. | The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties. |
| 4. | In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party must provide a minimum of 30 calendar days' written notice to the other Party. |
| 1 |
Performance
| 5. | The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. |
Currency
| 6. | Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars) |
Compensation
| 7. | For the first three months of this Agreement (April 2018, May 2018, and June 2018), the Consultant will charge the Client a monthly fee of $3600 USD payable upon invoicing. After that the Consultant shall charge the Client $6300 USD per month payable upon invoicing. |
| 8. | Additionally the Consultant shall be eligible to participate in the Client's Stock Incentive Plan according to the following Vesting Schedule: |
200,000 shares of Common Stock in 2018
400,000 shares of Common Stock in 2019
600,000 shares of Common Stock in 2020
The Client shall execute a separate Stock Incentive Plan Agreement with the Consultant and shall promptly deliver shares to the Consultant according to the mutually agreed upon vesting schedule and subject to the terms and conditions of the Stock Incentive Plan as well as any applicable Federal Securities laws.
| 9. | Invoices submitted by the Consultant to the Client are payable within 5 business days of receipt. |
Reimbursement of Expenses
| 10. | The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services. |
| 11. | All expenses must be pre-approved by the Client. |
Confidentiality
| 12. | Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. |
| 13. | The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. |
| 14. | All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant. |
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Ownership of Intellectual Property
| 15. | All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement will be the property of the Client. |
| 16. | Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Client. |
Return of Property
| 17. | Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. |
Capacity/Independent Contractor
| 18. | In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement. |
Notice
| 19. | All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses: |
| a. |
IIOT-OXYS, Inc. 705 Cambridge Street, Cambridge, Massachusetts, 02141 |
| b. |
Antony Coufal 49 Edgemere Road Quincy, MA 02169 |
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered or certified mail, or (c) the following day after being deposited with an overnight courier.
Indemnification
| 20. | Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. In no event does the aggregate liability of either Party under this Section exceed the amount of Compensation paid under this Agreement. This indemnification will survive the termination of this Agreement for a period of one year. |
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Modification of Agreement
| 21. | Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. |
Time of the Essence
| 22. | Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. |
Assignment
| 23. | The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. |
Entire Agreement
| 24. | It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. |
Enurement
| 25. | This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. |
Titles/Headings
| 26. | Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. |
Gender
| 27. | Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. |
Governing Law
| 28. | This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. |
Severability
| 29. | In the event that any provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. |
Waiver
| 30. | The waiver by either Party of a breach default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. |
IN WITNESS WHEREOF the Parties have duly affixed their signatures this 23rd day of April 2018.
II0T-OXYS, Inc.
By:
/s/ Nevan C Hanumara
(Seal)
Nevan C Hanumara, CEO
Consultant
By: Antony Coufal (Seal)
Anthony Coufal
| 4 |
Exhibit 99.2
IIoT-OXYS Inc. (ITOX) Subsidiary HereLab, Inc. Enters Into Distribution Agreement with Arrow Electronics (ARW)
Cambridge, MA / May 4, 2018. HereLab, Inc., a wholly owned subsidiary of IIoT-OXYS, Inc. (Symbol : ITOX), entered into a Distribution Agreement with Arrow Electronics (ARW), a global technology company offering products and solutions that guide innovation forward. Under the agreement, Arrow has agreed to distribute on a non-exclusive basis HereLab’s IoT hardware solutions and, particularly, its multi-sensor, long-range remote Agriculture Hub as part of “whole-farm” solutions.
Patrick Phillips, Founder of HereLab and VP of Product Management for IIoT-OXYS, Inc., said HereLab’s growing portfolio of versatile, long-range IoT sensor products enable customers plug-and-play functionality and Arrow will enable HereLab to drop-ship these off-the-shelf products anywhere through Arrow.com. This agreement enhances HereLab’s capability to meet the market and innovate on hardware, software and data solutions. The partnership with Arrow expands our capacity for innovation through immediate access to current components, to top tier engineering collaboration and to cost-secured product development.”
Patrick Phillips added, “Our partnership with Arrow is a new and exciting part of our overall growth strategy. Although we can already access many customers and we are doing so, Arrow serves over 125,000 customers. Through this and other partnerships, we continue to introduce additional products to meet the immediate Agricultural IoT needs and beyond to other markets.”
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:
Nevan C. Hanumara
CEO
IIoT-OXYS, Inc.
info@oxyscorp.com
+1 617 500 5101
www.oxyscorp.com
www.herelab.io
SOURCE: IIoT-OXYS, Inc.