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. Below is a table of all puts made by the Company under the Equity Financing Agreement during the quarter ended March 31, 2023: Date of Put Number of Shares Sold Total Proceeds, Net of Discounts Effective Price per Share Net Proceeds 1/17/23 10,650,921 $16,557 $0.0015545 $16,226 2/6/23 16,854,990 $27,580 $0.0016364 $27,029 2/22/23 4,097,453 $10,057 $0.0024545 $9,856 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. (“ J.H. Darbie ”) pursuant to these transactions. Item 6. Exhibits SEC Ref. No. Title of Document 10.1* Amendment No. 2 to the 12% Secured Convertible Promissory Note dated effective August 2, 2022 with Vidhyadhar Mitta 31.1* Rule 13a-14(a) Certification by Principal Executive Officer 31.2* Rule 13a-14(a) Certification by Principal Financial and Accounting Officer 32.1** Section 1350 Certification of Principal Executive Officer 32.2** Section 1350 Certification of Principal Financial and Accounting 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. 32 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 22, 2023 By /s/ Clifford L. Emmons Clifford L. Emmons, Chief Executive Officer (Principal Executive Officer) Date: May 22, 2023 By /s/ Karen McNemar Karen McNemar, Interim Chief Financial Officer (Principal Financial and Accounting Officer) 33