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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, 2024
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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 18, 2024, IIOT-OXYS, Inc., a Nevada
corporation (the “Company”), filed an amendment to the Company’s Articles of Incorporation (the “Articles
of Incorporation”), in the form of a Certificate of Designation (the “Designation”) that authorized for issuance
of up to 5,000 shares of a new series of Preferred Stock, par value $0.001 per share, of the Company designated “Series C Convertible
Preferred Stock” and established the rights, preferences and limitations thereof. The Board authorized the Series C Convertible
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.
Ranking
The Series C Convertible Preferred Stock shall
rank, as to dividends and upon Liquidation (as defined in Section 4(a) hereof), (a) senior and prior to Junior Securities issued by the
Company; (b) pari passu and on parity with any other class or series of Preferred Stock hereafter created specifically ranking, by its
terms, on parity with the Series C Convertible Preferred Stock; (c) junior to the Series B Preferred Stock; and (d) junior to any class
or series of capital stock of the Company hereafter created specifically ranking, by its terms, senior to the Series C Convertible Preferred
Stock. All equity securities of the Company to which the Series C Convertible Preferred Stock ranks prior upon liquidation, including,
without limitation, the Company’s common stock, are collectively referred to herein as “Junior Securities.”
Dividends
There will be no dividends due or payable on the
Series C Convertible Preferred Stock.
Liquidation Preference
Upon any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary (a “Liquidation”), the holders shall be paid, in preference and prior
to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series C Convertible
Preferred Stock, an amount per share equal to the Stated Value (as defined in the Designation) (such amount is referred to herein as the
“Liquidation Preference”). If upon a Liquidation Event (as defined in the Designation), the assets to be distributed
among the holders shall be insufficient to permit payment in full to the holders of the Liquidation Preference, then the entire assets
of the Company shall be distributed ratably among such holders in proportion to the full respective Liquidation Preference to which they
are entitled.
Conversion Rights
The holder shall have the right, at any time to
convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation (as defined
in the Designation)) determined by dividing the Stated Value (as defined in the Designation) of such share of Series C Preferred Stock
by the Optional Conversion Rate (each, an “Optional Conversion”) at a conversion rate of the volume-weighted
average price for the Company’s common stock for the ten Trading Days immediately preceding the date of such conversion (the
“Optional Conversion Rate”).
Voting Rights
The holder shall be entitled to vote on an as-converted
basis (subject to the Beneficial Ownership Limitation (as defined in the Designation)), together with the holders of Common Stock, with
respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable
law. Except as otherwise expressly provided in the Designation or as required by law, the holders of Series C Convertible Preferred Stock
and the holders of Common Stock shall vote together and not as separate classes.
The summary of the rights, privileges and preferences
of the Series C Convertible Preferred Stock described above is qualified in its entirety by reference to the Designation, a copy of which
is attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(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.
| |
IIOT-OXYS, Inc.
|
| |
|
| Date: January 24, 2024 |
By: |
/s/ Clifford L. Emmons |
| |
|
Clifford L. Emmons, Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF DESIGNATION OF PREFERENCES
RIGHTS AND LIMITATIONS
OF
SERIES C CONVERTIBLE PREFERRED STOCK
IIOT-OXYS, INC., a Nevada
corporation (the “Corporation”) organized and existing under and by virtue of the provisions of the Nevada Revised
Statutes of the State of Nevada (the “NRS”) does hereby certify:
WHEREAS, pursuant to the Corporation’s
Articles of Incorporation (as amended), the Corporation’s Board of Directors (the “Board”) is authorized to issue,
by resolution and without any action by the Corporation’s shareholders, up to Ten Million (10,000,000) shares of preferred stock,
par value $0.001 (the “Preferred Stock”), in one or more series, and the Board may establish the designations, dividend
rights, dividend rate, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and all other
preferences and rights of any series of Preferred Stock, including rights that could adversely affect the voting power of the holders
of the Corporation’s common stock;
WHEREAS, the Board believes
it to be in the best interest of the Corporation and its shareholders to designate a new class of Series C Preferred Stock (as defined
below);
RESOLVED, pursuant to the
NRS, the Board hereby files this Certificate of Designation (the “Certificate”) and designates a new class of Preferred
Stock as Series C Preferred Stock as follows:
********
1.Designation and Amount.
(a)
The shares of such series of Preferred Stock shall be designated Series C Convertible Preferred Stock (the “Series C Preferred
Stock”). The number of shares constituting the Series C Preferred Stock shall be 5,000. No other shares of preferred stock shall
be designated as Series C Preferred Stock. The Corporation expressly reserves the right to designate other classes or series of Preferred
Stock from time to time that are junior to the Series C Preferred Stock, without the consent of the holders of the Series C Preferred
Stock (the “Holders”).
(b)
The stated value amount per share of the Series C Preferred Stock shall be $1,200.00 per share (the “Stated Value”).
2.Ranking.
The Series C Preferred Stock shall rank, as to dividends and upon Liquidation (as defined in Section 4(a) hereof), (a) senior and prior
to Junior Securities issued by the Corporation; (b) pari passu and on parity with any other class or series of Preferred Stock hereafter
created specifically ranking, by its terms, on parity with the Series C Preferred Stock; (c) junior to the Series B Preferred Stock;
and (d) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior
to the Series C Preferred Stock. All equity securities of the Corporation to which the Series C Preferred Stock ranks prior upon Liquidation,
including, without limitation, the Corporation’s common stock, par value $0.001 per share (the “Common Stock”),
are collectively referred to herein as “Junior Securities.”
3.Dividends. The Holders shall not be entitled
to dividends.
4.Liquidation Preference.
(a)Upon any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall
be paid, in preference and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation
junior to the Series C Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation
Preference”). If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment
in full to the Holders of the Liquidation Preference, then the entire assets of the Corporation shall be distributed ratably among such
holders in proportion to the full respective Liquidation Preference to which they are entitled.
5.
Voting Rights.
(a)
The Holder shall
be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock,
with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable
law. Except as otherwise expressly provided herein or as required by law, the Holders of Series C Preferred Stock and the holders of
Common Stock shall vote together and not as separate classes.
6.
Conversion at the Option of the Holder.
(a)
The Holder shall have the right, at any time to convert such shares into Common Stock into that number of shares of common stock
(subject to the Beneficial Ownership Limitation (as defined below)) determined by dividing the Stated Value of such share of Series C
Preferred Stock by the Optional Conversion Rate (as defined below) (each, and “Optional Conversion”) at a conversion
rate of the volume-weighted average price (“VWAP”) for the Corporation’s common stock for the ten (10) Trading
Days immediately preceding the date of such conversion (the “Optional Conversion Rate”). “Trading Days”
shall mean a day on which the means the principal markets or exchange on which the common stock is listed or quoted for trading on the
date in question is open for business. “Beneficial Ownership Limitation” shall mean 4.99% of the number of shares of
the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series
C Preferred Stock held by the applicable Holder.
(b)
The Holder may exercise the conversion rights set forth herein by delivering to the Corporation or any transfer agent of the Corporation
for the Series C Preferred Stock as may be designated by the Corporation, the certificate or certificates for the shares to be converted,
duly endorsed or assigned in blank to the Corporation (if required by it) (or such holder shall notify the Corporation or any transfer
agent that such certificate(s) have been lost, stolen or destroyed and shall execute an agreement reasonably satisfactory to the Corporation
to indemnify the Corporation from any loss incurred by it in connection therewith), accompanied by written notice stating that the Holder
elects to convert such shares, evidence of the Optional Conversion Rate and stating the name or names (with address) in which the certificate
or certificates for the shares of Common Stock are to be issued. Each Optional Conversion shall be deemed to have been effected on the
date when the aforesaid delivery is made (each, an “Optional Conversion Date”).
(c)
As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such Holder, to
the place designated by such Holder, a certificate to which such Holder is entitled. The person in whose name the certificate or certificates
for Common Stock are to be issued shall be deemed to have become a holder of the Common Stock of record on the applicable Optional Conversion
Date. The Corporation shall not close its books against the transfer of shares of Series C Preferred Stock in any manner that would interfere
with the timely conversion of any shares of Series C Preferred Stock. Upon conversion of only a portion of the number of shares covered
by a certificate representing shares of Series C Preferred Stock surrendered for conversion, the Corporation shall issue and deliver
to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new
certificate covering the number of shares of the Series C Preferred Stock representing the unconverted portion of the certificate so
surrendered.
(d)
No fractional shares of Common Stock shall be issued upon conversion of shares of Series C Preferred Stock. If more than one share
of Series C Preferred Stock shall be surrendered, or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time
by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate
number of shares of such Series C Preferred Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion
of any shares of Series C Preferred Stock (after aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded
to the nearest whole number (with one-half being rounded upward).
(e)
The Corporation shall reserve, free from preemptive rights, out of its authorized but unissued shares of Common Stock solely for
the purpose of effecting the conversion of the shares of Series C Preferred Stock sufficient shares to provide for the conversion of all
outstanding shares of Series C Preferred Stock. All shares of Common Stock which may be issued in connection with the conversion provisions
set forth herein will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable, with no personal liability attaching
to the ownership thereof, and free from all taxes, liens or charges with respect thereto.
(f)
All shares of Series C Preferred Stock which have been converted (including pursuant to a Mandatory Conversion as provided below
in Section 7), shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive
dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof
to receive shares of Common Stock in exchange thereof.
7.
[RESERVED].
8.
Redemption. The Corporation shall not have the right to call or redeem at any time all or any shares of Series C Preferred
Stock other than as provided in Section 7 above.
9.
Protective Provisions. At any time when shares of Series C Preferred Stock are outstanding, except where the vote or written
consent of the holders of a greater number of shares of the Corporation is required by law or by the Articles of Incorporation, and in
addition to any other vote required by law or the Articles of Incorporation, without the written consent of at least the Holders of sixty
six and two thirds percent (66 2/3%) of the then outstanding shares of Series C Preferred Stock, given in writing or by a vote at a meeting,
consenting or voting (as the case may be) separately as one class, the Corporation will not:
(i)
amend, alter
or repeal any of the terms of the Series C Preferred Stock in an adverse manner; or
(ii)
create or authorize
the creation of any additional class or series of Preferred Stock, or otherwise create or authorize the creation of any additional class
or series of stock unless the same ranks junior to the Series C Preferred Stock, or increase the authorized amount of such series of Series
C Preferred Stock, whether any such creation, authorization or increase shall be by means of amendment to the Articles or by merger, consolidation
or otherwise; or
(iii)
pay or set apart for payment, any dividend on any Junior Securities or make any payment on account of, or set apart for payment,
money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any warrants,
rights, calls or options exercisable or exchangeable for or convertible into any Junior Securities, or make any distribution in respect
thereof, either directly or indirectly, and whether in cash, obligations or shares of the Corporation or other property (other than distributions
or dividends in Junior Securities to the holders of Junior Securities); or
(iv)
effect any Liquidation or execute any agreement
to become so obligated.
10.
Restriction on Transferability. The shares of the Series C Preferred Stock shall not, directly or indirectly, be sold, hypothecated,
transferred, assigned or disposed of in any manner without the prior written consent of the Board and applicable securities laws.
11.
Other Preferences and Rights. The shares of the Series C Preferred Stock shall have no other preferences, rights, restrictions
or qualifications, except as otherwise provided by law or the Articles.
The remainder of this page is left blank
intentional. Signature page follows.
IN WITNESS WHEREOF,
the undersigned has executed this Certificate of Designation as of this __th day of January, 2024.
IIOT-OXYS, Inc.
By: /s/ Clifford L. Emmons
Name: Clifford L. Emmons
Title: Chief Executive Officer
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