IIOT-OXYS, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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 Closing ”). 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 Closing ”). 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 Closing ”). 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 Closing ”). 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. There were $2,277 in sales commissions paid to J.H. Darbie & Co., LLC pursuant to these transactions. 27 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. Selling commissions in the amount of $3,720 were paid to J.H. Darbie & Co. 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. No selling commissions were in connection with the issuance of the shares. Item 6. Exhibits SEC Ref. No. Title of Document 10.1* Amendment dated March 14, 2022 to Senior Secured Convertible Promissory Note with Sergey Gogin 10.2* Amendment dated March 14, 2022 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC 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* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) *Filed with this Report. **Furnished with this Report. 29 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 16, 2022 By /s/ Clifford L. Emmons Clifford L. Emmons, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) 30