Statement of Changes in Beneficial Ownership (4)
November 12 2020 - 04:32PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Mitta Vidhyadhar |
2. Issuer Name and Ticker or Trading Symbol
IIOT-OXYS, Inc.
[
ITOX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
6 COURTHOUSE LN #16 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2020 |
(Street)
CHELMSFORD, MA 01824
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 1736843 | D | |
Common Stock | 11/9/2020 | | A | | 1000000 (1) | A | $0 (1) | 2736843 | D | |
Common Stock | 11/9/2020 | | U/K | | 1000000 (2) | D | $0 (2) | 1736843 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Convertible Note (3) | $0.0008 (4) | | | | | | | 8/2/2019 (3) | 8/2/2021 | Common Stock | 168026190 (5) | | 169763033 | D | |
Warrants | $0.0008 (7) | | | | | | | 8/2/2019 (6) | 10/16/2024 (6) | Common Stock | 1562500 | | 171325533 | D | |
Convertible Promissory Note | $0.0008 | 11/9/2020 | | U/K | | | $168 (2) | 8/2/2019 | 8/2/2021 | Common Stock | 200000 | $0 (2) | 171125533 | D | |
Series A Supervoting Preferred Stock (2) | $100 (8) | 11/9/2020 | | U/K | | 12000 | | 11/9/2020 | 11/9/2020 (8) | Common Stock | 1200000 | $0 (2) | 172325533 | D | |
Explanation of Responses: |
(1) | On November 9, 2020, with Mr. Mitta abstaining, the board of directors awarded Mr. Mitta 1,000,000 shares of Common Stock in exchange for services rendered as a director since his appointment. |
(2) | On November 9, 2020, Mr. Mitta exchanged 1,000,000 shares of awarded, unissued shares of Common Stock and $168 of accrued and unpaid interest pursuant to a note issued to Mr. Mitta in exchange for an aggregate of 12,000 shares of Series A Supervoting Preferred Stock. |
(3) | The convertible note was issued in three tranches: $75,000 issued 8/2/19, $25,000 issued 9/6/19, and $25,000 issued 10/16/19. |
(4) | The conversion price has adjusted from $0.08 to $0.00084 pursuant to its terms. |
(5) | Includes principal of $125,000 and accrued and unpaid interest of $16,142. |
(6) | The warrants are five year warrants and were issued in three tranches: 468,750 issued 8/2/19, 312,500 issued 9/6/19, and 312,500 issued 10/16/19. The warrants have been adjusted due to defaults per the terms of the Warrant Agreement and convertible promissory note. |
(7) | The exercise price was adjusted to $0.00084 per the terms of the Warrant Agreement. |
(8) | The shares of Series A Supervoting Preferred Stock are convertible into 100 shares of the Company's Common Stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mitta Vidhyadhar 6 COURTHOUSE LN #16 CHELMSFORD, MA 01824 | X | X |
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Signatures
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/s/ Vidhyadhar Mitta | | 11/12/2020 |
**Signature of Reporting Person | Date |
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