Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Use of Proceeds
On February 11, 2021, our Registration Statement
on Form S-1 (File No. 333-252-887) was declared effective by the U.S. Securities and Exchange Commission (the “ SEC ”)
and the offering was commenced upon effectiveness and is still ongoing as all of the 44,500,000 (for gross proceeds of $667,500) offered
shares have not been sold and the offering has not been terminated.
During the quarter ended March 31, 2021, we sold
a total of 16,400,000 shares of Common Stock for gross proceeds of $246,000. We paid $4,920 in fees to J.H. Darbie & Co., Inc. and
received net proceeds of $241,080. The net proceeds were used as follows: $141,596 pursuant to the Termination Agreement dated effective
March 31, 2021 with Antony Coufal, and $99,484 toward working capital.
Item 6. Exhibits
SEC Ref. No.
Title of Document
10.1*
Amendment dated January 28, 2021 to Senior Secured Convertible Promissory Note with Sergey Gogin
10.2*
Amendment dated January 28, 2021 to Senior Secured Convertible Promissory Note with Catalytic Capital, LLC
10.3*
Amendment dated January 28, 2021 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC
10.4*
Common Stock Purchase Agreement dated February 24, 2021 with GHS Investments, LLC
10.5*
Termination Agreement with Antony Coufal dated effective March 31, 2021
31.1*
Rule 13a-14(a) Certification by Principal Executive and Financial Officer
32.1**
Section 1350 Certification of Principal Executive and Financial Officer
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
*Filed with this Report.
**Furnished with this Report.
31
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 thereunto duly authorized.
IIOT-OXYS, Inc.
Date: May 17, 2021
By
/s/ Clifford L. Emmons
Clifford L. Emmons, Chief Executive Officer and Interim Chief Financial Officer
(Principal Executive Officer and Principal
Financial Officer)
32
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.