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9. Subsequent Events
6 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events

9. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined to disclose the following:

 

On August 2, 2019, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with Vidhyadhar Mitta, a director of the Company (the “Lender”), for the purchase of a 12% Secured Convertible Note in the principal amount of up to $125,000 (the “Note”). The Note is convertible, in whole or in part, into shares of the Company’s Common Stock, at any time at a rate of $0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election. The Note bears interest at a rate of 12% per annum and interest payments will be made on a quarterly basis. The Note matures August 2, 2021. On August 2, 2019, the first closing of the Note occurred pursuant to which the Company received $75,000 (the “First Closing”). The second and third closings will occur 30 and 60 days from the First Closing and the Company will receive an additional $25,000 in each subsequent closing.

 

The Note is governed by the SPA and is secured by all the assets of the Company (but is not a senior secured note) pursuant to the Security Agreement. In addition to the issuance of the Note, the Company issued to the Lender warrants to purchase one share of the Company’s Common Stock for 50% of the number of shares of Common Stock issuable upon conversion of the funds received in the First Closing (the “Warrants”). Each Warrant is immediately exercisable at $0.12 per share and expires on August 2, 2024.

 

On August 7, 2019, the Company entered into an Advisory Agreement (the “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (the “Advisor”) pursuant to which the Company will pay to the Advisor an aggregate $25,000 in exchange for services related to a Business Combination with a Target (as defined in the Agreement). The term of the Agreement is for one year and the Agreement may be extended upon mutual consent of the parties thereto.