Item 1.01 Entry into a Material Definitive Agreement.
Settlement Agreement with Lender
On July 29, 2020, IIOT, OXYS, Inc., a Nevada corporation (the "Company"),
entered into a Settlement and Mutual Release Agreement (the "Settlement
Agreement") with a lender pursuant to which the Company paid $100,000 (the
"Settlement Amount") to the lender in exchange for the full extinguishment of
the remaining principal amount and all accrued and unpaid interest
(approximately $70,000) and penalties associated with the Convertible Promissory
Note dated August 29, 2019 issued to the lender. All remaining unexercised
warrants to purchase the Company's Common Stock issued to the lender were also
extinguished pursuant to the Settlement Agreement. Upon receipt of the
Settlement Amount by the lender, the lender agreed to release all reserved
shares of the Company's Common Stock. The Settlement Agreement also provides for
a full mutual release of the parties.
Equity Financing Agreement
On July 29, 2020, the Company entered an Equity Financing Agreement (the "Equity
Financing Agreement") and Registration Rights Agreement (the "Registration
Rights Agreement") with GHS Investments LLC ("GHS"), pursuant to which GHS
agreed to purchase up to $5,000,000 in shares of the Company's Common Stock,
from time to time over the course of 36 months (the "Contract Period") after
effectiveness of a registration statement on Form S-1 (the "Registration
Statement") of the underlying shares of Common Stock.
The Equity Financing Agreement grants the Company the right, from time to time
at its sole discretion (subject to certain conditions) during the Contract
Period, to direct GHS to purchase shares of Common Stock on any business day (a
"Put"), provided that at least ten Trading Days (as defined in the Equity
Financing Agreement) have passed since the most recent Put. The purchase price
of the shares of Common Stock contained in a Put shall be 80% of the Market
Price with "Market Price" defined as the lowest traded price of the Common Stock
during the Pricing Period (as defined in the Equity Financing Agreement). No Put
will be made in an amount less than $10,000 or greater than $400,000. In no
event is the Company entitled to make a Put or is GHS entitled to purchase that
number of shares of Common Stock of the Company, which when added to the sum of
the number of shares of Common Stock beneficially owned (as such term is defined
under Section 13(d) and Rule 13d-3 of the 1934 Act), by GHS, would exceed 4.99%
of the number of shares of Common Stock outstanding on such date, as determined
in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as
amended.
The Equity Financing Agreement shall terminate upon any of the following events:
when GHS has purchased an aggregate of $5,000,000) in the Common Stock of the
Company pursuant to the Equity Financing Agreement; on the date that is 36
months from the date of the Agreement; and by mutual written consent of the
parties. Actual sales of shares of Common Stock to GHS under the Equity
Financing Agreement will depend on a variety of factors to be determined by the
Company from time to time, including, among others, market conditions, the
trading price of the Common Stock and determinations by the Company as to the
appropriate sources of funding for the Company and its operations. The net
proceeds under the Equity Financing Agreement to the Company will depend on the
frequency and prices at which the Company sells shares of its stock to GHS.
The Registration Rights Agreement provides that the Company shall (i) use its
best efforts to file with the Securities and Exchange Commission the
Registration Statement within 45 days of the date of the Registration Rights
Agreement; and (ii) have the Registration Statement declared effective by the
Commission within 30 days after the date the Registration Statement is filed
with the Commission, but in no event more than 90 days after the Registration
Statement is filed.
The foregoing descriptions of the Equity Financing Agreement and the
Registration Rights Agreement are qualified in their entirety by reference to
the full text of such agreements, copies of which are attached hereto as
Exhibits 99.1 and 99.2, respectively, and each of which is incorporated herein
in its entirety by reference. The representations, warranties and covenants
contained in such agreements were made only for purposes of such agreements and
as of specific dates, were solely for the benefit of the parties to such
agreements, and may be subject to limitations agreed upon by the contracting
parties.
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Convertible Promissory Notes
$100,000 Convertible Promissory Note
In connection with entering into the Equity Financing Agreement, on July 29,
2020, the Company issued to GHS a Convertible Promissory Note in the principal
amount of $100,000 (the "$100k Note"). The $100k Note matures on April 29, 2021
upon which time all accrued and unpaid interest will be due and payable.
Interest accrues on the $100k Note at 10% per annum based on a 360-day year. The
$100k Note is convertible at any time, upon the election of GHS, into shares of
the Company's Common Stock at $0.01 per share. The $100k Note is subject to
various "Events of Default," which are disclosed in the $100k Note. Upon the
occurrence of an uncured "Event of Default," the $100k Note will become
immediately due and payable and will be subject to penalties and adjustments to
the conversion price (the lesser of: (a) $0.01 or (b) 70% multiplied by the
Market Price (as defined in the $100k Note) (representing a discount rate of
30%). Upon the issuance of the $100k Note, the Company has agreed to reserve one
times the amount of shares of Common Stock into which the $100k Note is
convertible and, 101 days from the issuance of the $100k Note, the Company will
reserve two-and-a-half times the amount of shares of Common Stock into which the
$100k Note is convertible. Within three Trading Days (as defined in the $100k
Note) of the sale by GHS of all of the Common Stock issued upon the conversion
of the $100k Note, the Company is required to issue to GHS an amount of shares
of Common Stock priced at the lowest traded price for the relevant Trading Day,
which represents the difference between $130,000 and the net proceeds to GHS
from the sale of aggregate Common Stock issued upon the conversion of the $100k
Note.
$75,000 Convertible Promissory Note
In connection with entering into the Equity Financing Agreement, on July 29,
2020, the Company issued to GHS a Convertible Promissory Note in the principal
amount of $75,000 (the "$75k Note"). The $75k Note matures on April 29, 2021
upon which time all accrued and unpaid interest will be due and payable.
Interest accrues on the $75k Note at 10% per annum based on a 360-day year. The
$75k Note is convertible at any time, upon the election of GHS, into shares of
the Company's Common Stock at $0.0099 per share. The $75k Note is subject to
various "Events of Default," which are disclosed in the $75k Note. Upon the
occurrence of an uncured "Event of Default," the $75k Note will become
immediately due and payable and will be subject to penalties and adjustments to
the conversion price (the lesser of: (a) $0.01 or (b) 70% multiplied by the
. . .
Item 1.02 Termination of a Material Definitive Agreement.
The disclosure contained in Item 1.01, subheading "Settlement Agreement with
Lender," herein is incorporated by reference into this Item 1.02.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01, subheading "Convertible Promissory
Notes," herein is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following documents are filed as Exhibits:
Exhibit Description
99.1 Equity Financing Agreement between IIOT-OXYS, Inc. and GHS
Investments LLC dated as of July 29, 2020.
99.2 Registration Rights Agreement between IIOT-OXYS, Inc. and GHS
Investments LLC dated as of July 29, 2020.
99.3 $100,000 Convertible Promissory Note dated July 29, 2020 issued to
GHS Investments LLC
99.4 $75,000 Convertible Promissory Note dated July 29, 2020 issued to
GHS Investments LLC
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