What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-08-15 compared with 2022-05-16 · 65 added, 74 removed, 14 unchanged (91% of the section changed)

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

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

Unregistered Sales of Equity Securities and Use of Proceeds

Equity Financing

On November 1,

2021, we entered into an Equity Financing Agreement with GHS Investments, LLC (“ GHS ”) for an equity line.

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.

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 April 8, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us,

7,828,223 shares of Common Stock for total proceeds to us, net of discounts, of $98,636, at an effective price of $0.0126 per share (the

“ Fifth Closing ”).

We received approximately $96,663 in net proceeds from the Fifth Closing after deducting the fees

and other estimated offering expenses payable by us.

Pursuant to the

Equity Financing Agreement, on May 6, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 4,969,077

shares of Common Stock for total proceeds to us, net of discounts, of $43,096, at an effective price of $0.00954 per share (the “ Sixth

We received approximately $38,786 in net proceeds from the Sixth 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

Pursuant to the

Equity Financing Agreement, on May 23, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 9,182,866

shares of Common Stock for total proceeds to us, net of discounts, of $80,392, at an effective price of $0.008754545 per share (the “ Seventh

We received approximately $78,784 in net proceeds from the Seventh 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

Pursuant to the

Equity Financing Agreement, on June 8, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us, 4,004,600

shares of Common Stock for total proceeds to us, net of discounts, of $30,144, at an effective price of $0.008264 per share (the “ Eighth

We received approximately $29,541 in net proceeds from the Eighth 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.

Pursuant to the

Equity Financing Agreement, on June 24, 2022, we and GHS agreed that we would issue and sell to GHS, and GHS would purchase from us,

6,352,721 shares of Common Stock for total proceeds to us, net of discounts, of $27,273, at an effective price of $0.0047223 per share

(the “ Ninth Closing ”).

We received approximately $26,727 in net proceeds from the Ninth 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 $9,038 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 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

Rule 13a-14(a) Certification by Principal

Executive Officer

Rule 13a-14(a) Certification by Principal

Financial and Accounting Officer

Section 1350 Certification of Principal Executive

Section 1350 Certification of Principal Financial

and Accounting Officer

Inline XBRL Instance Document

5 unchanged sentences

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

*Filed with this Report.

**Furnished with this Report.

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.

*Filed with this

**Furnished with

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.

August 15, 2022

/s/ Clifford L.

Emmons, Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer and Principal

Financial Officer)

Emmons, Chief Executive Officer

(Principal Executive Officer)

August 15, 2022

/s/ Karen McNemar

Karen McNemar, Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

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