Private Placement Form 8 K

Preferred Equity Financing with GHS Investments, LLC

On October 3, 2024, IIOT-OXYS, Inc., a Nevada corporation (the "Company"), entered into a Securities Purchase Agreement (the "SPA") with GHS Investments, LLC ("GHS") for the purchase of an aggregate of 47 shares of Series B Convertible Preferred Stock (the "Preferred Stock"), with four shares of Preferred Stock as commitment shares, stated value $1,200 per share, for an aggregate purchase price of $43,000, or $1,000 per share.

The foregoing description of the SPA is not complete and is qualified in its entirety by reference to the full text of the SPA.