Current Report Filing (8-k)
February 03 2021 - 4:22PM
Edgar (US Regulatory)
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 28, 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):
☐ 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
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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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On January 22, 2018, IIOT-OXYS, Inc., a
Nevada corporation (the “Company”), issued a Senior Secured Convertible Promissory Note in the principal amount
of $500,000 to Sergey Gogin (the “2018 Note”). In addition, on March 6, 2019, the Company issued Senior Secured
Convertible Promissory Notes each in the principal amounts of $50,000 to Catalytic Capital LLC and YVSGRAMORAH LLC (each, a “2019
Note” and, together, with the 2018 Note, the “Notes”). Each of the Notes is currently in default.
On January 28, 2021, the Company entered
into amendments to each of the Notes pursuant to which the conversion price for all principal and accrued and unpaid interest was
reduced to $0.01 per share. In exchange for the reduction of the conversion price, each of the Notes was amended so that the maturity
dates are March 1, 2022, all prior Events of Default (as defined in the Notes) including penalties, were waived, and all future
Events of Default (as defined in the Notes) pertaining to the future payment of interest were waived through maturity.
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: February 3, 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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