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): November 9, 2020

 

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)

 

(401) 307-3092

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

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.

 

The Board of Directors of IIOT-OXYS, Inc., a Nevada corporation (the “Company”), has determined that it is advisable and in the best interest of the Company and its stockholders to create a voting capital stock structure that is designed (i) for management stability, with appropriate Board supervision, over a critical period of the next several years of the Company’s development to provide the Company’s management with the time and independence to concentrate on long-term objectives, including but not limited to the effectuation of the Company’s business plan, and (ii) to act as an impediment to outside parties attempting to take over or influence the Company, and thereby distract management from focusing on the Company’s short-term and long-term goals.

 

Accordingly, as of November 9, 2020, the Company entered into a Share Exchange Agreements (the “Exchange Agreements”) with Clifford L. Emmons, the Company’s President, Chief Executive Officer, and director, Vidhyadhar Mitta, the Company’s director, and Karen McNemar, the Company’s Chief Operating Officer. Pursuant to the Purchase Agreements:

 

· the Company agreed to sell Mr. Emmons 7,800 shares of “Series A Supervoting Preferred Stock” (as defined below) upon the filing of the Certificate of Designation (as defined below) in exchange for 780,000 unissued, vested shares of the Company’s Common Stock;

 

· the Company agreed to sell Mr. Mitta 12,000 shares of “Series A Supervoting Preferred Stock” (as defined below) upon the filing of the Certificate of Designation (as defined below) in exchange for 1,000,000 unissued, awarded shares of the Company’s Common Stock and $168 in accrued and unpaid interest pursuant to a note issued to Mr. Mitta; and

 

· the Company agreed to sell Ms. McNemar 6,045 shares of “Series A Supervoting Preferred Stock” (as defined below) upon the filing of the Certificate of Designation (as defined below) in exchange for 604,500 unissued, vested shares of the Company’s Common Stock.

 

The Company has no present plans or intentions to issue shares of “Series A Supervoting Preferred Stock” (as defined below) to any other person or entity.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

The sale of the “Series A Supervoting Preferred Stock” (as defined below) was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption provided by Section 4(a)(2) of the Securities Act. The Company did not pay any commissions or finder’s fees in connection with the sale to Messrs. Emmons and Mitta and Ms. McNemar.

 

On November 9, 2020, the Company’s Board of Directors (with Mr. Mitta abstaining) approved the award of 1,000,000 shares of the Company’s Common Stock to Mr. Mitta for services rendered to the Company in his capacity as a director since his appointment.

 

The sale of the shares to Mr. Mitta was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of the Securities Act. The Company did not pay any commissions or finder’s fees in connection with the sale to Messrs. Emmons and Mitta and Ms. McNemar.

 

 

 

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Item 3.03 Material Modification to Rights of Security Holders.

 

The disclosure set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.01 Changes in Control of Registrant

 

The disclosure set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

 

Prior to the issuance of the shares of “Series A Supervoting Preferred Stock” (as defined below) to Messrs. Emmons and Mitta and Ms. McNemar, based on 141,825,630 shares of the Company’s Common Stock issued and outstanding as of September 11, 2020 (as reported in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020):

 

· Mr. Emmons held 1,560,000 unissued, vested shares (1.1% of the voting power of the Company) of the Company’s Common Stock;

 

· Mr. Mitta held 1,728,425 issued shares and 1,000,000 awarded but unissued shares (1.92% of the voting power of the Company) of the Company’s Common Stock; and

 

· Ms. McNemar held 1,409,000 unissued, vested shares (1.0% of the voting power of the Company) of the Company’s Common Stock.

 

After the issuance of the shares of “Series A Supervoting Preferred Stock” (as defined below) to Messrs. Emmons and Mitta and Ms. McNemar, based on 141,825,630 shares of the Company’s Common Stock issued and outstanding as of September 11, 2020 (as reported in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020):

 

· Mr. Emmons now holds securities representing 28.75% of the voting power of the Company’s issued and outstanding voting securities and a 1.1% economic interest in the Company, assuming conversion of the “Series A Supervoting Preferred Stock” (as defined below). There are no arrangements or understandings among the Company and Mr. Emmons with respect to the election of directors or other matters.

 

· Mr. Mitta now holds securities representing 44.22% of the voting power of the Company’s issued and outstanding voting securities and a 1.0% economic interest in the Company, assuming conversion of the “Series A Supervoting Preferred Stock” (as defined below). There are no arrangements or understandings among the Company and Mr. Mitta with respect to the election of directors or other matters.

 

· Ms. McNemar now holds securities representing 22.28% of the voting power of the Company’s issued and outstanding voting securities and a 1.1% economic interest in the Company, assuming conversion of the “Series A Supervoting Preferred Stock” (as defined below). There are no arrangements or understandings among the Company and Ms. McNemar with respect to the election of directors or other matters.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On July 2, 2020, the Company filed an amendment to the Company’s Articles of Incorporation (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized for issuance of up to 15,600 shares of a new series of Preferred Stock, par value $0.001 per share, of the Company designated “Series A Supervoting Preferred Stock” and established the rights, preferences and limitations thereof. On November 9, 2020, the Company filed an amendment to the Certificate of Designation to increase the shares authorized to 25,845 shares of Series A Supervoting Preferred Stock. The Board authorized the Supervoting Preferred Stock pursuant to the authority given to the Board under the Articles of Incorporation, which authorizes the issuance of up to 10,000,000 shares of Preferred Stock, par value $0.001 per share, and authorizes the Board, by resolution, to establish any or all of the unissued shares of Preferred Stock, not then allocated to any series into one or more series and to fix and determine the designation of each such shares, the number of shares which shall constitute such series and certain preferences, limitations and relative rights of the shares of each series so established.

 

 

 

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Dividends

 

Initially, there will be no dividends due or payable on the Series A Supervoting Preferred Stock.

 

Liquidation Rights

 

Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. As used herein, “Liquidation Event” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Company, (ii) the purchase or redemption by the Company of shares of any class of stock or the merger or consolidation of the Company with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Company’s assets.

 

Conversion Rights

 

Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of Common Stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).

 

Voting Rights

 

If at least one share of Series A Supervoting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Supervoting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting.

 

Each individual share of Series A Supervoting Preferred Stock shall have the voting rights equal to:

 

[twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}]

 

Divided by:

 

[the number of shares of Series A Supervoting Preferred Stock issued and outstanding at the time of voting]

 

 

 

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The summary of the rights, privileges and preferences of the Supervoting Preferred Stock described above is qualified in its entirety by reference to the Certificate of Designation, a copy of which is attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Number    Description
     
3.1  

Certificate of Designation filed with the Nevada Secretary of State on July 2, 2020

 

3.2   Certificate of Designation filed with the Nevada Secretary of State on November 9, 2020

 

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: November 13, 2020 By: /s/ Clifford L. Emmons
    Clifford L. Emmons, Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 3.1

 

 

 

 

 

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CERTIFICATE OF DESIGNATIONS,

PREFERENCES AND RIGHTS OF

SERIES A SUPER VOTING PREFERRED STOCK,

$0.001 PAR VALUE PER SHARE

 

(PURSUANT TO NRS 78.1955)

 

The undersigned, Clifford L. Emmons does hereby certify that:

 

1.                   He is an Officer and Director, respectively , of IIOT-OXYS , Inc., a Nevada corporation (the "Corporation").

 

2.                   The Corporation is authorized to issue 10,000,000 shares of preferred stock, of which none have been previously designated.

 

3.                   The following resolutions were duly adopted by the board of directors of the Corporation (the "Board of Directors"):

 

WHEREAS , the Articles of Incorporation of the Corporation provide for a class of its authorized stock known as preferred stock, consisting of 10,000,000 shares, $0.001 par value per share, issuable from time to time in one or more series;

 

WHEREAS , the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion right s, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof , of any of them; and

 

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of, up to 15,600 shares of the preferred stock, which the Corporation has the authority to issue, as follows:

 

NOW, THEREFORE, BE IT RESOLVED , that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

 

SERIES A PREFERRED STOCK

 

1. DESIGNATION AND AMOUNT; DIVIDENDS

 

A. Designation. The designation of said series of preferred stock shall be Series A Super Voting Preferred Stock, $0.001 par value per share (the "Series A Super Voting Preferred Stock").

 

B. Number of Shares. The number of shares of Series A Super Voting Preferred Stock authorized fifteen thousand and six hundred (15,600) shares. Each share of Series A Super Voting Preferred Stock shall have a stated value equal to $0.001 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares) (the "Series A Stated Value").

 

 

 

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C. Dividends. Initially, there will be no dividends due or payable on the Series A Super Voting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation's Articles of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

 

2. LIQUIDATION AND REDEMPTION RIGHTS

 

Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Super Voting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Super Voting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends . As used herein, "Liquidation Event" means (i) the liquidation , dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets.

 

3. CONVERSION

 

Each holder of Series A Super Voting Preferred Stock may voluntarily convert its shares into shares of Common Stock of the Corporation at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).

 

4. RANK

 

All shares of the Series A Super Voting Preferred Stock shall rank senior to the Corporation’s (A) Common Stock, par value $0.001 per share (the "Common Stock"), and any other class or series of capital stock of the Corporation hereafter created.

 

5. VOTING RIGHTS

 

A. If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting.

 

B. Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to:

 

[twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}]

 

Divided by:

 

[the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting]

 

 

 

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With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws.

 

6. PROTECTION PROVISIONS

 

So long as any shares of Series A Super Voting Preferred Stock are outstanding, the Corporation shall not, without first obtaining the unanimous written consent of the holders of Series A Super Voting Preferred Stock, alter or change the rights, preferences or privileges of the Series A Super Voting Preferred so as to affect adversely the holders of Series A Super Voting Preferred Stock.

 

7. MISCELLANEOUS

 

A. Status of Redeemed Stock. In case any shares of Series A Super Voting Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series A Preferred Stock.

 

B. Lost or Stolen Certificates. Upon receipt by the Corporation of (1) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Preferred Stock Certificates.

 

C. Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series A Super Voting Preferred Stock granted hereunder may be waived as to all shares of Series A Super Voting Preferred Stock (and the holders thereof) upon the unanimous written consent of the holders of the Series A Super Voting Preferred Stock.

 

D. Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner its set forth in this Section.

 

If to the Corporation:

 

IIOT-OXYS, Inc.

705 Cambridge Street

Cambridge, Massachusetts 02141

 

If to the holders of the Series A Super Voting Preferred Stock, to the address listed in the Corporation's books and records. '-

 

 

 

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RESOLVED, FURTHER, that the officers of the Corporation be and hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Nevada law.

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate this _th day of June 2020.

 

 

 

/s/ Clifford L. Emmons                                         

Name: Clifford L. Emmons

Title: Chief Executive Officer and Interim CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 3.2