ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mitta Vidhyadhar

(Last)

(First)

(Middle)

6 COURTHOUSE LN #16

(Street)

CHELMSFORD

01824

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IIOT-OXYS, Inc. [ ITOX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,736,843	D
Common Stock	11/09/2020		A		1,000,000⁽¹⁾	A	$0⁽¹⁾	2,736,843	D
Common Stock	11/09/2020		U/K		1,000,000⁽²⁾	D	$0⁽²⁾	1,736,843	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note⁽³⁾	$0.0008⁽⁴⁾							08/02/2019⁽³⁾	08/02/2021	Common Stock	168,026,190⁽⁵⁾		169,763,033	D
Warrants	$0.0008⁽⁷⁾							08/02/2019⁽⁶⁾	10/16/2024⁽⁶⁾	Common Stock	1,562,500		171,325,533	D
Convertible Promissory Note	$0.0008	11/09/2020		U/K			$168⁽²⁾	08/02/2019	08/02/2021	Common Stock	200,000	$0⁽²⁾	171,125,533	D
Series A Supervoting Preferred Stock⁽²⁾	$100⁽⁸⁾	11/09/2020		U/K		12,000		11/09/2020	11/09/2020⁽⁸⁾	Common Stock	1,200,000	$0⁽²⁾	172,325,533	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.

	/s/ Vidhyadhar Mitta	11/12/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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