What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2023-05-22 compared with 2022-11-14 · 28 added, 26 removed, 28 unchanged (66% of the section changed)

1 unchanged sentence

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.

Below is a table of all puts made by the Company under

the Equity Financing Agreement during the quarter ended September 30, 2022:

Equity Financing

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.

Below is a table of all

puts made by the Company under the Equity Financing Agreement during the quarter ended March 31, 2023:

Number of Shares Sold

1 unchanged sentence

Effective Price per Share

The shares issued in reliance

upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under

the Securities Act, based in part on the representations of the investor.

The shares issued in

reliance upon the exemption from securities registration afforded by Section 4(a)(2) of 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 $1,084 in sales commissions paid to J.H.

Darbie & Co., Inc.

Darbie ”) pursuant to these transactions.

Title of Document

Amendment No.

2 to the 12% Secured Convertible Promissory Note dated effective August 2, 2022 with Vidhyadhar Mitta

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

11 unchanged sentences

**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.

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.

November 14, 2022

/s/ Clifford L.

1 unchanged sentence

(Principal Executive Officer)

November 14, 2022

/s/ Karen McNemar

2 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