What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2024-07-03 compared with 2023-04-13 · 27 added, 11 removed, 178 unchanged (18% of the section changed)

21 unchanged sentences

of the stock and increase the transaction cost of sales and purchases of these stocks compared to other securities.

As of the close of business on April 13, 2023,

As of the close of business on June 26,

2024, we had approximately 155 holders of our common stock.

The number of record holders was determined from the records of our transfer agent

and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered

clearing agencies.

We have appointed Issuer Direct, 1981 East 4800 South, Suite 100, Salt Lake City, UT 84117, to act as transfer agent

for the common stock.

The number of record holders was determined from the records of our

transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security

brokers, dealers, and registered clearing agencies.

We have appointed Issuer Direct, 1981 East 4800 South, Suite 100, Salt Lake

City, UT 84117, to act as transfer agent for the common stock.

We have never declared a cash dividend on our

91 unchanged sentences

As of December 31, 2023, there were 3,330,000

shares of shares Common Stock awarded (including 3,080,000 shares issued and 550,000 shares awarded but unvested) with 1,370,000 shares

remaining for awards under the 2019 Plan.

shares of shares Common Stock awarded with 1,670,000 shares remaining for awards under the 2019 Plan.

2022 Stock Incentive Plan

34 unchanged sentences

Recent Sales of Unregistered Securities

Equity Financing

Equity Financing Agreement

On November 1, 2021,

8 unchanged sentences

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.

by us (the “ Put Amount ”) and number of shares intended to sell to GHS on a designated closing date.

The purchase price

5 unchanged sentences

Below is a table of all

puts made by the Company under the Equity Financing Agreement during the quarter ended December 31, 2022:

puts made by the Company under the Equity Financing Agreement during the year ended December 31, 2023:

Number of Shares Sold

7 unchanged sentences

Darbie ”) pursuant to these transactions.

Preferred Equity Financing

with GHS Investments, LLC

On August 24, 2023, pursuant

to the terms of a Securities Purchase Agreement dated August 24, 2023 (the “ SPA ”), IIOT-OXYS, Inc., a Nevada corporation

(the “ Company ”), entered into a new preferred equity financing agreement with GHS Investments, LLC (“ GHS ”)

in the amount of $62,000.

The SPA provides for GHS’s purchase of 62 shares of Series B Convertible Preferred Stock (the “ Preferred

Stock ”), stated value $1,200 per share, for the purchase price of $62,000, or $1,000 per share.

Under the SPA, the Company

has issued 62 shares of Preferred Stock to GHS.

This sale was exempt under Rule 506(b) under Regulation D.

GHS is an “accredited

investor” as defined in Rule 501 under the Securities Act.

The Company did not engage in any general solicitation or advertising

in connection with the issuance of the Preferred Stock.

Selling commissions in the amount of

$1,240 were paid to J.H.

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-K

Item 5. Market for Registrant’s Common Equity