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): July 31, 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 December 1, 2017, IIOT-OXYS, Inc., a Nevada corporation (the “ Company ”), entered into a Consulting Agreement with Accelerated Healthcare Innovations LLC, a Massachusetts limited liability company owned by Clifford L. Emmons, the Company’s CEO, interim CFO, and director (the “ Consultant ”). Pursuant to the agreement, the Consultant agreed to provide business consulting services to the Company in exchange for a flat fee of $24,000 and the issuance of 30,000 shares of the Company’s Common Stock.
On July 31, 2018, the Company and the Consultant entered into Amendment No. 1 to Consulting Agreement, a copy of which is attached as Exhibit 99.1 hereto, which changed the fee from a flat fee to an hourly fee not to exceed $24,000 in the aggregate and also eliminated the obligation of the Company to issue to the Consultant any equity compensation pursuant to the agreement.
On March 1, 2018, the Company, entered into a Consulting Agreement with the Consultant. Pursuant to the agreement, the Consultant agreed to provide business consulting services to the Company in exchange for a flat fee of $48,000 and the issuance of 60,000 shares of the Company’s Common Stock.
On July 31, 2018, the Company and the Consultant entered into Amendment No. 1 to Consulting Agreement, a copy of which is attached as Exhibit 99.2 hereto, which changed the fee from a flat fee to an hourly fee not to exceed $48,000 in the aggregate and also eliminated the obligation of the Company to issue to the Consultant any equity compensation pursuant to the agreement.
On July 31, 2018, the Company and the Consultant entered into the Termination Agreement which terminated the Consulting Agreement, as amended, dated March 1, 2018. A copy of the Termination Agreement is attached as Exhibit 99.3 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Amendment No. 1 to Consulting Agreement dated December 1, 2017 | |
| 99.2 | Amendment No. 1 to Consulting Agreement dated March 1, 2018 | |
| 99.3 | Termination Agreement dated July 31, 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: August 1, 2018 | By: | /s/ Clifford L. Emmons |
| Clifford L. Emmons, Chief Executive Officer | ||
Exhibit 99.1
AMENDMENT No. 1 TO CONSULTING AGREEMENT
This Amendment No. 1 to the Consulting Agreement (this “ Amendment ”), dated effective December 1, 2017, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “ Client ”), on the one hand, and Accelerated Healthcare Innovations LLC, a Massachusetts limited liability company (the “ Consultant ”), on the other hand. The Client and the Consultant will be referred to individually as a “ Party ” and collectively as the “ Parties .” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Consulting Agreement dated December 1, 2017 between the Client and the Consultant (the “ Agreement ”), attached hereto as Exhibit A .
RECITALS
WHEREAS , the Client and Consultant have entered into the Consulting Agreement pursuant to which Consultant was engaged by the Client to perform Services for Compensation;
WHEREAS , pursuant to the Agreement, Compensation included a flat fee of $24,000 and the issuance of 30,000 shares of Common Stock of the Client (the “ Shares ”); and
WHEREAS , pursuant to Section 21 of the Agreement, the Parties wish to amend the Agreement to modify the cash fee and to eliminate the obligation to issue the Shares so that Compensation only includes cash fees.
THEREFORE , in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
1. Modification of Cash Fee and Elimination of Obligation to Issue Shares . Pursuant to Section 21 of the Agreement, Sections 7-9 of the Agreement are hereby amended so that, as amended, Section 7-9 of the Agreement read as follows:
Compensation
| 7. | The Consultant will charge the Client an hourly rate of $125.00 per hour not to exceed an aggregate total of $24,000.00 for the Services (the “ Compensation ”). |
| 8. | The Compensation will be earned and the Client will be invoiced as follows: |
| - | One third at the end of the first month, one third at the end of the second month, final payment upon completion and acceptance of deliverables. |
| 9. | Invoices submitted by the Consultant to the Client are due within 30 days of receipt. |
Exhibit A of the Agreement is also eliminated.
2. No Other Changes . Except as amended hereby, the Agreement will continue to be, and will remain, in full force and effect. Except as provided herein, this Amendment will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Agreement or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Agreement or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
3. Authority; Binding on Successors . The Parties represent that they each have the authority to enter into this Amendment. This Amendment will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
| 1 |
4. Governing Law and Venue . This Amendment and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Agreement.
5. Incorporation by Reference . The terms of the Agreement, except as amended by this Amendment are incorporated herein by reference and will form a part of this Amendment as if set forth herein in their entirety.
6. Counterparts; Facsimile Execution . This Amendment may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Amendment.
IN WITNESS WHEREOF , each of the undersigned has executed this Amendment the respective day and year set forth below:
| CLIENT: | IIOT-OXYS, Inc. | |
| Date: July 31, 2018 | By | /s/ Patrick Phillips |
| Patrick Phillips, COO | ||
| CONSULTANT: | Accelerated Healthcare Innovations LLC | |
| Date: July 31, 2018 | By | /s/ Clifford L. Emmons |
| Clifford L. Emmons, Managing Member | ||
| 2 |
EXHIBIT A
Consulting Agreement dated December 1, 2017
[See Attached]
| 3 |
Exhibit 99.2
AMENDMENT No. 1 TO CONSULTING AGREEMENT
This Amendment No. 1 to the Consulting Agreement (this “ Amendment ”), dated effective March 1, 2018, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “ Client ”), on the one hand, and Accelerated Healthcare Innovations LLC, a Massachusetts limited liability company (the “ Consultant ”), on the other hand. The Client and the Consultant will be referred to individually as a “ Party ” and collectively as the “ Parties .” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Consulting Agreement dated March 1, 2018 between the Client and the Consultant (the “ Agreement ”), attached hereto as Exhibit A .
RECITALS
WHEREAS , the Client and Consultant have entered into the Consulting Agreement pursuant to which Consultant was engaged by the Client to perform Services for Compensation;
WHEREAS , pursuant to the Agreement, Compensation included a flat fee of $48,000 and the issuance of 60,000 shares of Common Stock of the Client (the “ Shares ”); and
WHEREAS , pursuant to Section 21 of the Agreement, the Parties wish to amend the Agreement to modify the cash fee and to eliminate the obligation to issue the Shares so that Compensation only includes cash fees.
THEREFORE , in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
1. Modification of Cash Fee and Elimination of Obligation to Issue Shares . Pursuant to Section 21 of the Agreement, Sections 7-9 of the Agreement are hereby amended so that, as amended, Section 7-9 of the Agreement read as follows:
Compensation
| 7. | The Consultant will charge the Client an hourly rate of $125.00 per hour not to exceed an aggregate total of $48,000.00 for the Services (the “ Compensation ”). |
| 8. | The Compensation will be earned and the Client will be invoiced as follows: |
| - | One sixth at the end of first, second, third, fourth, and fifth month, and final payment upon completion and acceptance of deliverables. |
| 9. | Invoices submitted by the Consultant to the Client are due within 30 days of receipt. |
Exhibit A of the Agreement is also eliminated.
2. No Other Changes . Except as amended hereby, the Agreement will continue to be, and will remain, in full force and effect. Except as provided herein, this Amendment will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Agreement or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Agreement or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
3. Authority; Binding on Successors . The Parties represent that they each have the authority to enter into this Amendment. This Amendment will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
4. Governing Law and Venue . This Amendment and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Agreement.
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5. Incorporation by Reference . The terms of the Agreement, except as amended by this Amendment are incorporated herein by reference and will form a part of this Amendment as if set forth herein in their entirety.
6. Counterparts; Facsimile Execution . This Amendment may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Amendment.
IN WITNESS WHEREOF , each of the undersigned has executed this Amendment the respective day and year set forth below:
| CLIENT: | IIOT-OXYS, Inc. | |
| Date: July 31, 2018 | By | /s/ Patrick Phillips |
| Patrick Phillips, COO | ||
| CONSULTANT: | Accelerated Healthcare Innovations LLC | |
| Date: July 31, 2018 | By | /s/ Clifford L. Emmons |
| Clifford L. Emmons, Managing Member | ||
| 2 |
EXHIBIT A
Consulting Agreement dated March 1, 2018
[See Attached]
| 3 |
Exhibit 99.3
Termination Agreement
This Termination Agreement (the “ Agreement ”), dated effective the 4 th day of June 2018, (the “ Effective Date ”) is by and between Accelerated Healthcare Innovations LLC, a Massachusetts limited liability company (hereinafter referred to as the “ Consultant ”), and IIOT-OXYS, Inc., a Nevada corporation (hereinafter referred to as the “ Company ”).
Recitals:
A. On March 1, 2018, the Company entered into a Consulting Agreement, as amended (the “ Consulting Agreement ”), with the Consultant to provide consulting services to the Company.
B. The Consultant is owned and controlled by Clifford L. Emmons, who was appointed as CEO of the Company effective June 4, 2018.
C. In connection with the appointment of Mr. Emmons as CEO of the Company, the Consultant and the Company wish to mutually terminate the Consulting Agreement.
Now, therefore , in consideration of the faithful performance of the obligations set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consultant and the Company hereby agree as follows.
1. Termination of Consulting Agreement . The Consultant and the Company hereby mutually terminate the Consulting Agreement retroactive to the Effective Date. Only Sections 12, 13, 14, 15, 16, 17, and 20 shall survive the termination of the Consulting Agreement and are incorporated herein by this reference.
2. Accrued Fees . The Consultant hereby waives any rights to the payment by the Company of any accrued fees which have not been invoiced to the Company as of the Effective Date. As of the date of this Agreement, the Consultant has invoiced to the Company and the Company has paid to the Consultant a total of $12,000 pursuant to the Consulting Agreement and Consultant hereby agrees that the Company shall not be liable for the payment of any additional fees.
In Witness Whereof , each of the parties hereto, thereunto duly authorized, has executed this Termination Agreement the respective day and year set forth below.
| Company : | IIOT-OXYS, Inc. |
| Date: July 31, 2018 | By /s/ Patrick Phillips |
| Patrick Phillips, COO | |
| Consultant : | Accelerated Healthcare Innovations LLC |
| Date: July 31, 2018 | By /s/ Clifford L. Emmons |
| Clifford L. Emmons, Managing Member |