IIOT-OXYS Inc (ITOX)

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We previously registered the issuance and sale of up to 60,800,000 shares of our common stock (the “Shares”) to GHS Investments, LLC (“GHS”), an “accredited investor” as defined by Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), under the Equity Financing Agreement (the “Equity Financing Agreement”) dated November 1, 2021, under a Registration Statement on Form S-1, as amended (Registration No. 333-261484). By filing this Post-Effective Amendment No. 3 to the Registration Statement, we hereby remove from registration all of the Shares that remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the removal from registration of such Securities.”