Item 4. Controls and Procedures
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company has established
disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated
and communicated to the Company’s Chief Executive Officer, Clifford L. Emmons, who serves as our principal executive officer, and
to the Company’s Interim Chief Financial Officer, Karen McNemar, who serves as our principal financial and accounting officer, as
appropriate to allow timely decisions regarding required disclosure. Mr. Emmons and Ms. McNemar, evaluated the effectiveness of the Company’s
disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of September 30, 2023. Based on their evaluation,
Mr. Emmons and Ms. McNemar concluded that the Company’s disclosure controls and procedures were not effective as of September 30,
2023.
Changes in Internal Control Over Financial
Reporting
There has been no change in the Company’s
internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s quarter ended
September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over
financial reporting.
29
PART II—OTHER INFORMATION
Item 6. Exhibits
SEC Ref. No.
Title of Document
10.1*
Amendment No. 5 to 12% Senior Secured Convertible Promissory Note dated effective March 1, 2023 with Sergey Gogin
10.2*
Amendment No. 5 to 12% Senior Secured Convertible Promissory Note dated effective March 1, 2023 with YVSGRAMORAH LLC
10.3*
Finder’s Fee Agreement dated August 17, 2023 with J.H. Darbie & Co., Inc.
10.4*
Securities Purchase Agreement dated August 24, 2023 with GHS Investments, LLC
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.
30
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: November 13, 2023
By
/s/ Clifford L. Emmons
Clifford L. Emmons, Chief Executive Officer
(Principal Executive Officer)
Date: November 13, 2023
By
/s/ Karen McNemar
Karen McNemar, Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.