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 18, 2021
IIOT-OXYS, Inc.
(Exact name of registrant as specified in
its charter)
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Nevada
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000-50773
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56-2415252
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(State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer
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of Incorporation)
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Number)
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Identification Number)
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705 Cambridge Street
Cambridge, MA 02141
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(Address of principal executive offices, including zip code)
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(401) 307-3092
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(Registrant’s telephone number,
including area code)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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. ☐
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Pursuant to the
authorization and approval previously provided by the stockholders of IIOT-OXYS, Inc., a Nevada corporation (the “Company”),
the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase
its authorized shares of common stock, $0.001 par value per share, from 190,000,000 shares to 1,000,000,000 shares, which filing
became effective on January 18, 2021 (the “Amendment”). A copy of the Amendment is attached as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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IIOT-OXYS, Inc.
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Date: January 19, 2021
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By:
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/s/ Clifford L. Emmons
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Clifford L. Emmons, Chief Executive Officer
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Exhibit 3.1
Filed in the Office of Secretary of State State Of Nevada Business Number E0317582017 - 3 Filing Number 20211162481 Filed On 1/4/2021 1:58:00 PM Number of Pages 2
CERTIFICATE OF AMEI \ DMENT TO ARTICLES OF [ \ /CORPORATION FOR NEVADA PROFIT CORPORATIOI \ 'S (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. 't \ 'ame of Corporation: IIOT - OXYS, Inc. 2. The Articles have been amended as follows : Section 3 is hereby amended to read as follows: 3. Authorit:ed Stock: Number of shares ,,vith par value: 1,010,000,000 Par value per share: $0.001 Number of shares without par value: 0 The aggregate number of shares which the Corporation shall have the authority to issue is one billion ten million (1,010,000,000) shares. One billion (1,000,000,000) shares shall be designated common stock and shall have a par value of $0.001. Ten million (10,000,000) shares shall be designated preferred stock and shall have a par value ofS0.001 per share. 3 The vote by whid 1 the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case ofa vote by classes or series, or as may be required by the provi ions of the Articles of Incorporation have voted in favor of the amendment is : 95 . 11 % . 4 . Effective date of filing : January 18 , 2021 ·}eel \ .,, - <... \ 5. Signature: , ' -- ' _ Clifford I. Emmons, Chief Executive Officer