Amended Current Report Filing (8-k/a)
27 Março 2018 - 6:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 11, 2018
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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(617) 500-5101
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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))
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.
☐
EXPLANATORY NOTE
IIOT-OXYS,
Inc., a Nevada corporation (the “
Company
”) is filing this Current Report
on Form 8-K/A (Amendment No. 1) (the “
8-K/A
”) in order to amend its previously
filed Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 12, 2018 (the “
Initial
8-K
”), in order to file certain financial statements and to furnish certain pro forma
financial information pursuant to Item 9.01 of this Form 8-K/A.
The
Initial 8-K provided disclosure under Item 2.01 thereof regarding the January 11, 2018 closing of the Company’s acquisition
of HereLab, Inc., a Delaware corporation (“
HereLab
”).
Item
9.01 of Form 8-K provides that with respect to transactions described pursuant to Item 2.01 of Form 8-K, the financial statements
of businesses acquired may be filed, and pro forma financial information regarding such transactions may be furnished, not later
than 71 calendar days after the date that the initial report on Form 8-K must be filed. As such, the Company disclosed in the
Initial 8-K that it would file the required financial statements and furnish the required pro forma financial information within
that time frame.
The
Company is now providing audited financial statements for HereLab for the period beginning February 27, 2017 (Inception) to December
31, 2017, as well as the unaudited proforma combined balance sheet and unaudited pro forma combined statement of operations for
the Company and HereLab for the year ended December 31, 2017.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
Financial statements of businesses acquired. The audited financial statements of HereLab for the period beginning February 27,
2017 (Inception) to December 31, 2017, are filed herewith as Exhibit 99.1.
(b)
Pro forma financial information. The unaudited pro forma combined balance sheet and unaudited pro forma combined statement of
operations for the Company and HereLab for the year ended December 31 2017, are filed herewith as Exhibit 99.2.
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:
March 27, 2018
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By:
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/s/
Nevan Hanumara
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Nevan Hanumara,
Chief Executive Officer
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IIOT OXYS (PK) (USOTC:ITOX)
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