8-K
IIOT-OXYS, Inc. (ITOX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2025
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<br><br> <br>Cambridge, MA 02141 | ||
| --- | ||
| (Address of principal executive offices, including zip code) | ||
| (401) 307-3092 | ||
| --- | ||
| (Registrant’s telephone number,<br><br> <br>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. |
|---|
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 3,000,000,000 shares to 10,000,000,000 shares, which filing became effective on September 3, 2025 (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.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br><br> <br>Number | Description of Exhibit |
|---|---|
| 3.1 | Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State effective September 3, 2025 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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: September 8, 2025 | By: | /s/ Clifford L. Emmons |
| Clifford L. Emmons, Chief Executive Officer |
| 2 |
| --- |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATIONS
(Pursuant to NRS 78.385 and 78.390
- After Issuance of Stock)
| 1. | Name of Corporation: IIOT-OXYS, Inc. |
|---|---|
| 2. | The Articles have been amended as follows: |
| --- | --- |
Section 3 is hereby amended to read as follows:
- Authorized Stock:
Number of shares with par value: 10,010,000,000 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 ten billion ten million (10,010,000,000) shares. Ten billion (10,000,000,000) 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 of $0.001 per share.
| 3. | The vote by which the stockholders holding shares in the corporation entitling them to exercise at<br>least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes<br>or series, or as may be required by the provisions of the Articles of Incorporation have voted in favor of the amendment is: 95.19%. |
|---|---|
| 4. | Effective date of filing: |
| --- | --- |
| 5. | Signature: /s/ Clifford L. Emmons |
| --- | --- |
Clifford L. Emmons, Chief Executive Officer