Material Agreement, Private Placement (Form 8-K)

On August 6, 2026, IIOT-OXYS, Inc., a Nevada corporation (the "Company"), entered into Amendment No. 2 to the Securities Purchase Agreement ("Amendment No. 2") with GHS Investments, LLC ("GHS"), amending that certain Securities Purchase Agreement dated March 6, 2026, as amended by Amendment No. 1 dated effective June 12, 2026 (as amended, the "SPA"). Amendment No. 2 amends the SPA to add a Fourth Additional Closing pursuant to which GHS may purchase up to thirty-seven (37) shares of Series D Convertible Preferred Stock (the "Preferred Stock") for a purchase price of $37,000 ($1,000 per share) plus three (3) additional shares of Preferred Stock issued as an equity incentive (for a total of forty (40) shares), at GHS's discretion. Amendment No. 2 also amends the definition of "Preferred Stock" in the SPA to authorize issuance of up to two hundred seven (207) shares of Series D Convertible Preferred Stock in the aggregate under the SPA, as amended. All other material terms of the SPA remain unchanged.

On August 7, 2026, pursuant to the Fourth Additional Closing under the SPA, as amended by Amendment No. 2, the Company issued forty (40) shares of Series D Convertible Preferred Stock to GHS, consisting of thirty-seven (37) shares purchased for $37,000 ($1,000 per share) and three (3) additional shares issued as an equity incentive.

The information required by this Item 3.02 with respect to the securities issued is incorporated by reference from the description set forth under Item 1.01 above.

The Preferred Stock was offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. GHS represented to the Company that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act. The Company did not engage in any general solicitation or general advertising in connection with the offering. The information required by Item 701 of Regulation S-K with respect to the securities sold is incorporated by reference from the description set forth under Item 1.01 above.