Item 1.01
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Entry into a Material Definitive Agreement.
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Debt Forgiveness Agreements
On June 11, 2020, IIOT-OXYS, Inc., a Nevada
corporation (the “Company”), entered into Debt Forgiveness Agreements with Cliff Emmons (the Company’s
CEO and director), Karen McNemar (the Company’s Chief Operating Officer), and Antony Coufal (the Company’s Chief Technology
Officer), pursuant to which:
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Mr. Emmons forgave $185,000 of accrued and unpaid consulting fees owed to him pursuant to his consulting
agreement with the Company;
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Ms. McNemar forgave $103,250 of accrued and unpaid consulting fees owed to her pursuant to her
current and previous consulting agreement with the Company; and
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Mr. Coufal forgave $82,475 of accrued and unpaid consulting fees owed to him pursuant to his consulting
agreement with the Company.
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Amendment to Emmons Consulting Agreement
On June 12, 2020, the Company entered into
an amendment effective January 1, 2020 (the “Emmons Amendment”) to the Consulting Agreement dated February 27,
2019 with Clifford L. Emmons, the Company’s CEO (the “Emmons Agreement”), pursuant to which, Sections
7(a) and 7(b) of the Emmons Agreement were amended to read as follows:
Fees.
From January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for Services performed.
From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for Services performed (the “Fees”).
Fees may accrue at the discretion of management.
Conversion
of Accrued and Unpaid Fees. At any time, the Consultant shall have the right to convert any accrued and unpaid Fees into shares
of Common Stock of the Company (the “Conversion Shares”). The conversion price shall equal 90% multiplied by
the Market Price (as defined herein) (representing a discount rate of 10%) (the “Conversion Price”). “Market
Price” means the average of the Trading Prices (as defined below) for the shares of Common Stock of the Company during the
thirty (30) day period ending on the latest complete trading day prior to the Conversion Date. “Trading Price” and
“Trading Prices” means, for any security as of any date, the closing trade price of the Company’s Common Stock
on the OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”)
designated by the Consultant or, if the OTC Pink is not the principal trading market for such security, the trading price of such
security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price
of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such
security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. “Conversion Date”
shall mean the date of receipt by the Company of the completed and executed Notice of Conversion, the form of which is attached
hereto as Exhibit A.
Pursuant to the Emmons Amendment, Section
11 was also eliminated from the Emmons Agreement.
Amendment to McNemar Consulting Agreement
On June 12, 2020, the Company entered into
an amendment effective January 1, 2020 (the “McNemar Amendment”) to the Consulting Agreement dated February
15, 2019 with Karen McNemar, the Company’s COO (the “McNemar Agreement”), pursuant to which, Sections
7(a) and 7(b) of the McNemar Agreement were amended to read as follows:
Fees.
From January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for Services performed.
From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for Services performed (the “Fees”).
Fees may accrue at the discretion of management.
Conversion
of Accrued and Unpaid Fees. At any time, the Consultant shall have the right to convert any accrued and unpaid Fees into shares
of Common Stock of the Company (the “Conversion Shares”). The conversion price shall equal 90% multiplied by
the Market Price (as defined herein) (representing a discount rate of 10%) (the “Conversion Price”). “Market
Price” means the average of the Trading Prices (as defined below) for the shares of Common Stock of the Company during the
thirty (30) day period ending on the latest complete trading day prior to the Conversion Date. “Trading Price” and
“Trading Prices” means, for any security as of any date, the closing trade price of the Company’s Common Stock
on the OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”)
designated by the Consultant or, if the OTC Pink is not the principal trading market for such security, the trading price of such
security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price
of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such
security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. “Conversion Date”
shall mean the date of receipt by the Company of the completed and executed Notice of Conversion, the form of which is attached
hereto as Exhibit A.
Pursuant to the McNemar Amendment, Section
11 was also eliminated from the McNemar Agreement.
Amendment to Coufal Consulting Agreement
On June 12, 2020, the Company entered into
an amendment effective January 1, 2020 (the “Coufal Amendment”) to the Amended and Restated Consulting Agreement
dated February 28, 2019 with Antony Coufal, the Company’s CTO (the “Coufal Agreement”), pursuant to which,
Sections 7(a) and 7(b) of the Coufal Agreement were amended to read as follows:
Fees.
From January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for Services performed.
From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for Services performed (the “Fees”).
Fees may accrue at the discretion of management.
Conversion
of Accrued and Unpaid Fees. At any time, the Consultant shall have the right to convert any accrued and unpaid Fees into shares
of Common Stock of the Company (the “Conversion Shares”). The conversion price shall equal 90% multiplied by
the Market Price (as defined herein) (representing a discount rate of 10%) (the “Conversion Price”). “Market
Price” means the average of the Trading Prices (as defined below) for the shares of Common Stock of the Company during the
thirty (30) day period ending on the latest complete trading day prior to the Conversion Date. “Trading Price” and
“Trading Prices” means, for any security as of any date, the closing trade price of the Company’s Common Stock
on the OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”)
designated by the Consultant or, if the OTC Pink is not the principal trading market for such security, the trading price of such
security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price
of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such
security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. “Conversion Date”
shall mean the date of receipt by the Company of the completed and executed Notice of Conversion, the form of which is attached
hereto as Exhibit A.
Pursuant to the Coufal Amendment, Section
11 was also eliminated from the Coufal Agreement.
Amendment to Cambridge MedSpace Promissory
Note
On June 12, 2020, the Company entered into
Amendment No. 1 to the 5% Secured Promissory Note with Cambridge MedSpace, LLC, a Massachusetts limited liability company, pursuant
to which the Note was amended to extend the maturity date to January 22, 2021.