Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 18, 2020



(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)


(617) 500-5101

(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


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 Entry into a Material Definitive Agreement.


Effective March 18, 2020, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), entered into the Collaboration Agreement (the “Agreement”) with Aingura IIoT, S.L. (“Aingura”) pursuant to which Aingura appointed and authorized the Company to act as the sales network of Aingura’s services and products. Aingura delivers engineered, high-tech solutions by implementing Smart Factory Operational Architectures. The Agreement has an initial term of one year from the execution date. Unless terminated prior, the Agreement automatically renews for successive annual periods, unless either party notifies the other in writing of its express intention not to renew the Agreement at least two months prior to the date of termination of the Agreement. Within ten calendar days of the execution of the Agreement, the Company will receive $46,500 from Aingura as an advance for certain accounts receivable of the Company from other clients and that amount will then be deducted from future moneys to be paid to the Company pursuant to the Agreement. The commission the Company will receive for each sale concluded pursuant to the Agreement will be determined by applying 15% of the net sale price of Aingura’s services and products sold, that is, the sale price once the taxes, commercial discounts and technical works developed by the Company on the contract have been deducted. Each party must refrain from performing the professional activity of promotion or sale of identical or similar and/or concurrent or competitive goods or services to those of the other party for the clients listed in an Annex to the Agreement during the term of the Agreement and one year from the date of termination of the Agreement.


  Item 8.01 Other Events.


On March 19, 2020, the Company issued a press release announcing that the Company has entered into the Agreement.


The Press Release, furnished as Exhibit 99.1 to this Form 8-K, may contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and subsequent reports filed by the Company with the Securities and Exchange Commission (the “Commission”). For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the Commission, through the issuance of press releases or by other methods of public disclosure.


  Item 9.01. Financial Statements and Exhibits


(d) Exhibits.


Exhibit No.   Description
99.1   Press Release dated March 19, 2020




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.





Date: March 19, 2020 By: /s/ Clifford L. Emmons
    Clifford L. Emmons, Chief Executive Officer


Exhibit 99.1


IIOT-OXYS, Inc. and Aingura IIoT, S.L. enter into Collaboration Agreement


Cambridge, MA, March 19, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- IIOT-OXYS, Inc. (OTC Pink: ITOX) announced the execution of a Collaboration Agreement, effective March 18, 2020, with Aingura IIoT, S.L., with offices in Elgoibar and Bilbao, and will soon open its new headquarters in San Sebastián, Spain.


The Collaboration Agreement establishes a co-selling and co-execution partnership to significantly expand both companies' products and services in the U.S. market. Cliff Emmons, CEO of IIOT-OXYS, Inc., stated, “Aingura IIoT, S.L. is a strong partner for IIOT-OXYS, Inc. that will help us sustain excellent service for our current customers, and better position both companies for significant U.S. growth in 2020 and beyond.” Rafael Ibeas, CEO Aingura IIoT, S.L. commented, "IIOT-OXYS, Inc.'s presence in the Biotech - Pharma markets, and the state government Infrastructure Health Monitoring market complements our strength in the world-wide automotive component manufacturing market." Aingura IIoT, S.L. designs, manufactures, and integrates advanced systems to optimize industrial processes.


Forward-Looking Statements


This news release contains forward-looking statements that reflect Management's current views about future events and financial performance. Forward-looking statements often contain words such as ''expects,'' ''anticipates,'' ''intends,'' or ''believes.'' Our forward-looking statements are subject to a number of risks and uncertainties that may cause actual results and events to differ materially from those projected in the forward-looking statements. Risks and uncertainties that could adversely affect us include, without limitation, the loss of major customers, our failure to obtain new contracts, our inability to patent products or processes, our infringement of patents held by others, our inability to finance our business and the other risks and uncertainties that are discussed in our most recent filings with the Securities and Exchange Commission. The forward-looking statements in this news release are made only as of the date of this news release. We undertake no obligation to update our forward-looking statements, whether as a result of new information, future events or otherwise.


About Us 


IIOT-OXYS, Inc.  is a technology company at the intersection of IIoT, AI & Machine Learning, Edge Computing and Manufacturing Operations. We provide actionable mission critical insights for the Medical/Pharmaceutical, Manufacturing, Agriculture, Defense, and Structural Health, and other industries. IIOT-OXYS, Inc. edge computing open-source hardware and proprietary ML algorithms employ our Minimally-Invasive Load Monitoring (MILM) technology to simply gather data and gain insights to monitor, scope, move from preventive to predictive maintenance, and even optimize development and manufacturing processes.  For additional information visit www.oxyscorp.com 


About Aingura


Aingura IIoT's unique selling point (USP) is our scientific and technical solution, addressing industrial optimization pitfalls related to critical manufacturing processes. We deliver a sophisticated IT/OT systems architecture, combining top-notch computing and high-availability capacities with best-of-breed, advanced data analysis algorithms. Aingura IIoT posits an integration of the features of high-performance computing, reconfigurable computing and machine learning, in a single and rapidly-deployable solution. Aingura IIoT delivers crucial insights to support decision-making beyond real time, adjusting them to the requirements of manufacturing processes. Aingura IIoT provides an artificial intelligence-based, cyber-physical production systems to achieve real-time operational optimization for highly productive and demanding manufacturing environments. For additional information visit www.ainguraiiot.com



Clifford L. Emmons