What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-05-16 compared with 2021-11-15 · 68 added, 28 removed, 20 unchanged (83% of the section changed)

1 unchanged sentence

and Use of Proceeds

Unregistered Sales of Equity Securities

During the quarter ended September 30, 2021,

a lender converted $80,000 in principal of their promissory note into 8,000,000 shares of our Common Stock.

The securities were issued

without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2)

thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering.

No selling commissions

were paid in connection with the issuance of the securities.

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 September 30, 2021,

we sold a total of 10,200,000 shares of Common Stock for gross proceeds of $153,000.

We paid $3,060 in fees to J.H.

Darbie & Co.,

and received net proceeds of $149,940.

The net proceeds were used as follows:

for ongoing payroll and operating expense.

Equity Financing Agreement

On November 1, 2021, we entered into an Equity

Financing Agreement with GHS Investments, LLC (“ GHS ”) for an equity line.

Although we are not required to sell shares

under the Equity Financing Agreement, the Equity Financing Agreement gives us the option to sell to GHS up to $2,500,000 worth of our

common stock, in increments, beginning on the first trading day after the effective date of this Registration Statement and ending on

the earlier of (i) the date GHS has purchased an aggregate of $2,500,000 of our common stock pursuant to the Equity Financing Agreement,

(ii) November 1, 2023, twenty-four months from the date of execution of the Equity Financing Agreement, or (iii) upon mutual termination

of the Equity Financing Agreement (the “ Open Period ”).

During the Open Period, we may, in our sole discretion,

deliver a put notice (“ Put Notice ”) to GHS which shall state the dollar amount requested by us (the “ Put Amount ”)

and number of shares intends to sell to GHS on a designated closing date.

The purchase price (the “ Purchase Price ”)

of the common stock sold pursuant to a Put Notice will be set at 90% of the lowest volume-weighted average price of our common stock during

the ten consecutive trading day period immediately preceding the date on which we deliver the Put Notice to GHS.

We are obligated to deliver

a number of shares to GHS equal to Put Amount divided by the Purchase Price in consideration of the payment of the Put Amount.

Pursuant to the Equity

Financing Agreement, on January 27, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 2,623,138

shares of Common Stock for total proceeds to us, net of discounts, of $11,161, at an effective price of $0.00468 per share (the “ First

We received approximately $10,937 in net proceeds from the First Closing after deducting the fees and other estimated

offering expenses payable by us.

Pursuant to the Equity

Financing Agreement, on February 18, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 3,975,109

shares of Common Stock for total proceeds to us, net of discounts, of $22,117, at an effective price of $0.00612 per share (the “ Second

We received approximately $21,674 in net proceeds from the Second Closing after deducting the fees and other estimated

offering expenses payable by us.

Pursuant to the Equity

Financing Agreement, on March 9, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 1,978,821

shares of Common Stock for total proceeds to us, net of discounts, of $12,177, at an effective price of $0.00675 per share (the “ Third

We received approximately $11,933 in net proceeds from the Third Closing after deducting the fees and other estimated

offering expenses payable by us.

Pursuant to the Equity

Financing Agreement, on March 24, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 8,274,000

shares of Common Stock for total proceeds to us, net of discounts, of $68,374, at an effective price of $0.008264 per share (the “ Fourth

We received approximately $67,006 in net proceeds from the Fourth Closing after deducting the fees and other estimated

offering expenses payable by us.

The shares issued in

reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities

Act ”), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investor.

were $2,277 in sales commissions paid to J.H.

Darbie & Co., LLC pursuant to these transactions.

Series B Preferred Stock

On November 19, 2020, pursuant to the terms of

a Securities Purchase Agreement dated November 16, 2020, we entered into a preferred equity financing agreement with GHS in the amount

of up to $600,000.

The agreement provides for GHS’s purchase, from time to time, of up to 600 shares of our newly-designated Series

B Convertible Preferred Stock (the “ Series B Preferred Stock ”).

On February 7, 2022, GHS purchased 51 shares of

Series B Preferred Stock for $51,000.

On March 24, 2022, GHS purchased 136 shares of

Series B Preferred Stock for $136,000.

These sales were exempt under Rule 506(b) under

Regulation D.

GHS was an “accredited investor” as defined in Rule 501 under the Securities Act.

We did not engage in any general

solicitation or advertising in connection with the issuance of the shares of Series B Preferred Stock.

commissions in the amount of $3,720 were paid to J.H.

Shares Issued for Services

On February 23, 2022, we issued to a consultant

for services rendered, pursuant to a consulting agreement, 100,000 shares of common stock.

This sale was exempt under Section 4(a)(2) of

the Securities Act.

We did not engage in any general solicitation or advertising in connection with the issuance of the shares.

commissions were in connection with the issuance of the shares.

Title of Document

Amendment No.

1 to the 12% Secured Convertible Promissory Note dated effective August 2, 2021 with

Vidhyadhar Mitta,

Amendment dated March 14, 2022 to Senior Secured Convertible Promissory Note with Sergey Gogin

Amendment dated March 14, 2022 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

Rule 13a-14(a) Certification by Principal Executive and Financial Officer

Section 1350 Certification of Principal Executive and Financial Officer

Inline XBRL Instance Document (the instance document does not appear

in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

9 unchanged sentences

IIOT-OXYS, Inc.

November 15, 2021

/s/ Clifford L.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities