IIOT-OXYS (ITOX) Q3 2025 shows no revenue, going concern and heavy convertibles
IIOT-OXYS, Inc. continues to face significant financial strain as of September 30, 2025. The company reported no revenue for the quarter or the first nine months of 2025, compared with $2,500 of revenue in the same nine-month period of 2024. Net loss attributable to common stockholders was $408,889 for the quarter and $669,613 year-to-date, and the company has an accumulated deficit of $11,877,865.
Liquidity is very tight: cash and cash equivalents were only $278, while current liabilities totaled $3,190,356, resulting in a working capital deficit of about $3.19 million and a stockholders’ deficit of $4,015,852. Management discloses that these losses, the cash used in operations, and the deficit raise substantial doubt about the company’s ability to continue as a going concern.
The company is funding itself through high-cost instruments, including Series B, C and D convertible preferred stock with embedded derivatives and convertible notes totaling $393,942 of principal, all classified as current. For the nine months, operating cash outflow was $159,135, partly offset by $141,000 raised from preferred stock sales. A large overhang of potentially issuable shares from convertible securities adds significant dilution risk for common stockholders.
Positive
- None.
Negative
- Substantial doubt about going concern: Management discloses that recurring losses, a working capital deficit of about $3.19M, negative operating cash flow, and a $11.88M accumulated deficit raise substantial doubt about the company’s ability to continue as a going concern.
- Severe balance-sheet weakness and dilution risk: Cash of only $278 versus $3.19M in current liabilities, a stockholders’ deficit of $4.02M, $393,942 of current convertible notes, and over 3.08B potentially issuable shares from convertibles and other instruments create significant financial and dilution pressure for common stockholders.
Insights
IIOT-OXYS shows severe liquidity stress, heavy convertibles, and explicit going‑concern risk.
IIOT-OXYS, Inc. ended September 30, 2025 with only
Funding relies on
The capital structure is highly dilutive: anti‑dilutive common stock equivalents total 3,087,954,876 shares as of
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the quarterly period ended |
Or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the transition period from _______________________to___________________________ |
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No
The number of shares outstanding of the registrant’s common
stock on December 11, 2025, was
TABLE OF CONTENTS
| PART I—FINANCIAL INFORMATION | 3 |
| Item 1. Financial Statements | 3 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 38 |
| Item 4. Controls and Procedures | 38 |
| PART II—OTHER INFORMATION | 39 |
| Item 5. Other Information. | 39 |
| Item 6. Exhibits. | 39 |
| SIGNATURES | 40 |
Introductory Comment
Unless otherwise indicated, any reference to “the Company”, “our company”, “we”, “us”, or “our” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation.
| 2 |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
IIOT-OXYS, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
| September 30, 2025 | December 31, 2024 | |||||||
| (UNAUDITED) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Intangible assets, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Bank overdraft | ||||||||
| Deferred revenue | ||||||||
| Notes payable - current | ||||||||
| Shares payable to related parties | ||||||||
| Salaries payable to related parties | ||||||||
| Derivative liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Notes payable | ||||||||
| Due to stockholders | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 4) | – | |||||||
| Series B Convertible Preferred Stock, | ||||||||
| Series C Convertible Preferred Stock, | ||||||||
| Series D Convertible Preferred Stock, | ||||||||
| Stockholders' Equity (Deficit) | ||||||||
| Preferred Stock, $ | – | – | ||||||
| Series A Preferred Stock, | ||||||||
| Common Stock $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
| 3 |
IIOT-OXYS, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| For The Three months Ended September 30, | For The Nine months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of Sales | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Other Income (Expense) | ||||||||||||||||
| Gain (loss) on change in FMV of derivative liability | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain (Loss) on derivative | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Loss Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Tax | ||||||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Convertible Preferred Stock Dividend | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss Attributable to Common Stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Profit (Loss) Per Share Attributable to Common Stockholders - Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
| 4 |
IIOT-OXYS, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited)
For the Three Months Ended September 30, 2025
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders' Equity | ||||||||||||||||||||||||
| Series A | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the Nine Months Ended September 30, 2025
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders' Equity | ||||||||||||||||||||||||
| Series A | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued to related parties for services | – | – | – | |||||||||||||||||||||||||
| Common stock issued for services | – | – | – | |||||||||||||||||||||||||
| Sales commissions paid on capital raise | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||
| Net loss | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the Three Months Ended September 30, 2024
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders' Equity | ||||||||||||||||||||||||
| Series A | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the Nine Months Ended September 30, 2024
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders' Equity | ||||||||||||||||||||||||
| Series A | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for conversion of convertible note payable | – | – | ( | ) | – | |||||||||||||||||||||||
| Costs incurred for capital raise | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||
| Net Loss | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
| 5 |
IIOT-OXYS, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||||||||
| Stock compensation expense for services | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of debt discount on Series B & D Preferred Stock | ||||||||
| Loss due to change in fair value of derivative liability | ||||||||
| Changes in Operating Assets and Liabilities | ||||||||
| Decrease in accounts receivable | ||||||||
| Decrease in prepaid expenses and other current assets | ||||||||
| (Decrease) Increase in accounts payable | ( | ) | ||||||
| Increase in accrued liabilities | ||||||||
| (Decrease) increase in derivative liability | ||||||||
| (Decrease) increase in shares payable to related parties | ||||||||
| Increase in salaries payable to related parties | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Cash received from sale of Series B Preferred Stock | ||||||||
| Proceeds from cash overdraft | ||||||||
| Cash payments of offering costs | ( | ) | ( | ) | ||||
| Net Cash Provided By Financing Activities | ||||||||
| Net Increase in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents - Beginning of Period | ||||||||
| Cash and Cash Equivalents - End of Period | $ | $ | ||||||
| Supplement Disclosures of Cash Flow Information | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||||||||
| Conversion of convertible notes payable and derivative liabilities | $ | $ | ||||||
| Issuance of common stock for services | $ | $ | ||||||
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
| 6 |
IIOT-OXYS, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2025 and 2024
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN
Unless otherwise indicated, any reference to “the Company”, “we”, “us”, or “its” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly-owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation.
IIOT-OXYS, Inc., incorporated in Nevada on July 6, 2017, (the “Company”) was established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet. The Company is currently devoting substantially all its efforts in identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company. The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.
Going Concern
The accompanying condensed consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements,
the Company has suffered continuing operating losses, has a working capital deficit of $
Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next twelve months by generating cash through additional borrowings and/or sale of equity securities, as needed. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
| 7 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following summary of the significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to the generally accepted accounting principles (the “GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements.
Interim Financial Statements
The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2024, filed with the SEC on April 30, 2025.
Principles of Consolidation
The consolidated condensed financial statements for September 30, 2025 and 2024, respectively, include the accounts of the Company, and its wholly owned subsidiaries OXYS Corporation and HereLab, Inc. All significant intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related parties. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Basic and Diluted Earnings (Loss) Per Common Share
The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
| 8 |
Revenue Recognition
The Company recognizes revenue when the products are delivered to the customer or services are performed in accordance with the contractual terms of the contract with its customer. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers.
The Company recognizes revenue based on the following criteria of ASC 606:
| · | Identification of a contract or contracts with a customer. | |
| · | Identification of the performance obligations in the contract. | |
| · | Determination of contract price. | |
| · | Allocation of transaction price to the performance obligation. | |
| · | Recognition of revenue when, or as, performance obligation is satisfied. |
The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations.
The Company has elected to treat shipping and handling activities as the cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes.
Segment Information
The Company’s Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”) and evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. Because our CODM evaluates financial performance on a consolidated basis, the Company has determined that it operates as a single reportable segment composed of the financial results of IIOT-OXY, Inc.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements.
NOTE 3 – INTANGIBLE ASSETS
The Company’s intangible assets comprise
of intellectual property revolving around their field tests, sensor integrations, and board designs. Intangible assets, net of amortization,
amounted to $
| Schedule of intangible assets | ||||||||
September 30, 2025 (Unaudited) | December 31, 2024 | |||||||
| Intangible Assets | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible Assets, net | $ | $ | ||||||
| 9 |
The Company determined that none of its intangible
assets were impaired as of September 30, 2025 and December 31, 2024, respectively. Amortizable intangible assets are amortized using the
straight-line method over their estimated useful lives of ten years. The amortization expense of finite-lived intangibles was $
The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of September 30, 2025:
| Schedule of estimated future amortization expense of intangible assets | ||||
| Amortization Expense | ||||
| 2025 (Remainder of the year) | $ | |||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE 4 – COMMITMENTS AND CONTINGENCIES
In prior years, the Company entered into consulting
agreements with one director, three executive officers, and one engineer of the Company, which included commitments to issue shares of
the Company’s common stock from the Company’s 2017 Stock Incentive Plan and 2019 Stock Incentive Plans. The authorized shares
pursuant to the 2017 Stock Incentive Plan were
In the event that a consulting agreement is terminated by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated. The value of the shares was assigned at fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the end of each reporting period.
On March 18, 2022, the Company adopted 2022 Stock
Incentive Plan and reserved
Employment Agreement – CEO
On June 2, 2022, the Board approved an Employment
Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual salary of $100,000 which accrues unless converted
into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over
a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative
sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the CEO
an aggregate of
| 10 |
Employment Agreement – COO/Interim CFO
On June 2, 2022, the Board approved an Employment
Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer will receive an annual salary of $100,000 which
accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000
in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company
reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month.
The Company awarded the COO/Interim CFO an aggregate of
NOTE 5 – CONVERTIBLE NOTES PAYABLE
The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of September 30, 2025 and December 31, 2024, respectively.
| Schedule of outstanding balance of convertible notes payable | |||||||||
September 30, 2025 (Unaudited) | December 31, 2024 | ||||||||
| A. | Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2026. The note is secured by substantially all the assets of the Company. | $ | $ | ||||||
| D. | Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2026. The note is secured by substantially all the assets of the Company. | ||||||||
| E. | Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.0006 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on February 2, 2026. The note is secured by substantially all the assets of the Company. | ||||||||
| G. | Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0006 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2026. The note is secured by substantially all the assets of the Company. | ||||||||
| Less current portion | ( | ) | ( | ) | |||||
| Long term portion | $ | $ | |||||||
| 11 |
A. January 18, 2018 Convertible Note and Warrants (“Note A”)
On March 14, 2022, the noteholder of Note A agreed
to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction
of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties were waived,
and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity.
On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024 and then Note A was automatically extended
for one-year term to
| · | Upon request of the noteholder of Note A, the Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1st Incentive Shares) and the price per 1st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments) for the previous ten trading days. | |
| · | The Company shall use its best efforts to file a registration statement registering the resales of the 1st Incentive Shares within 45 calendar days from the date hereof. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares. | |
| · | Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days. | |
| · | The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares. |
The Company recorded interest expense of $
D. March 2019 Convertible Note and Warrants (“Note D”)
On March 14, 2022, the noteholder of Note D agreed
to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction
of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note D) including penalties were waived,
and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity.
On July 21, 2023, the noteholder of Note D agreed to extend the maturity date to March 1, 2024 and then Note D was automatically extended
for one-year term to
The Company recorded interest expense of $
E. August 2019 Convertible Note and Warrants (“Note E”)
On August 6, 2025, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to February 2, 2026 for no additional consideration. All other terms and conditions of the Note E remained the same.
| 12 |
The Company recorded interest expense of $
G . July 2020 Equity Financing Arrangement (“Note G”)
On May 14, 2025, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note from April 29, 2025 to October 29, 2025, and then to April 29, 2026 (Note 9). All other terms and conditions of the Note G remained the same.
During the three months ended March 31, 2024,
the noteholder of Note G converted principal amount of $
The Company recorded interest expense on Note
G of $
NOTE 6 – EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net loss per share of common stock for the three months and nine months ended September 30, 2025 and 2024, respectively:
| Schedule of computation of basic and diluted net loss per share of common stock | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss attributable to common stockholders (basic) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Shares used to compute net loss per common share, basic and diluted | ||||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position.
The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the nine months ended September 30, 2025 and 2024, respectively, because their inclusion would be anti-dilutive:
| Schedule of anti-dilutive shares | ||||||||
| As of September 30, | ||||||||
| 2025 | 2024 | |||||||
| Warrants to purchase common stock | ||||||||
| Potentially issuable shares related to convertible notes payable and convertible preferred stock | ||||||||
| Potentially issuable vested shares to directors and officers | ||||||||
| Potentially issuable unvested shares to directors and officers | ||||||||
| Total anti-dilutive common stock equivalents | ||||||||
| 13 |
NOTE 7 – RELATED PARTIES
At September 30, 2025 and December 31, 2024, respectively,
the amount due to two stockholders was $
The Company executed a Convertible Promissory
Note (“Note”) payable to an officer and director and indebted in the principal amount of $
The Company executed three convertible promissory
notes payable to a director (see Note E) for the principal amount of $
NOTE 8 – STOCKHOLDERS' EQUITY
The Company has an authorized capital of
Common Stock
Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion of funds legally available, therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.
On February 24, 2021, the Company entered into a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s registered common stock at $0.015 per share. Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period (as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding closing. No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average of the daily trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date. Each purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company at any given time. There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during the five business days prior to closing.
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Stock Incentive Plans
On December 14, 2017, the Board of Directors of
the Company approved the 2017 Stock Incentive Plan (the “2017 Plan”). Awards may be made under the 2017 Plan for up
to
On March 11, 2019, the Board of Directors of the
Company approved the 2019 Stock Incentive Plan (the “2019 Plan”). Awards may be made under the 2019 Plan for up to
On March 18, 2022, the Board of Directors approved
and adopted the 2022 Stock Incentive Plan (the “2022 Plan”). Awards may be made under the 2022 Plan for up to
Shares earned and issued related to the consulting agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (see Note 4).
Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange.
| 15 |
A summary of the status of the Company’s non-vested shares at September 30, 2025 and 2024 and changes during the nine months ended, is presented below:
| Schedule of non-vested shares | ||||||||
| 2022 Stock Incentive Plan | Shares of Common Stock | Weighted Average Exercise Price | ||||||
| Authorized shares per the 2022 Plan – | ||||||||
| Balance - December 31, 2023 | $ | |||||||
| Awarded | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Balance – September 30, 2024 – (Unvested) | $ | |||||||
| Balance - December 31, 2024 | $ | |||||||
| Awarded | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Balance – September 30, 2025 – (Unvested) | $ | |||||||
Preferred Stock
Series A Supervoting Convertible Preferred Stock
The Board of Directors of the Company authorized
the issuance of
Dividends: Initially, there will be no dividends due or payable on Series A Supervoting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Company’s Articles of Incorporation.
Liquidation and Redemption Rights: Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. Liquidation Event means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Company, (ii) the purchase or redemption by the Company of the shares of any class of stock or the merger or consolidation of the Company with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Company’s assets.
Conversion: Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).
Rank: All shares of the Series A Supervoting Preferred Stock shall rank senior to the Company’s (A) common stock, par value $0.001 per share, and any other class or series of capital stock of the Company hereafter created.
| 16 |
Voting Rights:
| A. | If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting. | |
| B. | Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to: | |
| [twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}] | ||
| Divided by: | ||
| [the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting] |
With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws.
The Company had
Series B Convertible Preferred Stock Equity Financing
On November 16, 2020, the Board of Directors of
the Company had authorized issuance of up to
Dividends: Each share of Series B Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series B Convertible Preferred Stock. From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.
Voting Rights: The Series B Convertible Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not in excess of 4.99% conversion limitation). However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series b Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise Pari passu with, the Series B Convertible Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise Pari passu with, the Series b Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.
| 17 |
Liquidation: Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
Conversion: Each share of Series B Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value of such share of Series B Convertible Preferred Stock by the Conversion Price. The Conversion Price for the Series B Convertible Preferred Stock shall be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately preceding the date of such conversion. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such a measuring period. Following an event of default, the Conversion price shall equal the lower of : (a) the then applicable Conversion Price; or (b) a price per share equaling 80% of the lowest traded price for the Company’s common stock during the ten (10) trading days preceding the relevant Conversion.
Redemption: The Series B Convertible Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption.
| · | 115% of the stated value if the redemption takes place within 90 days of issuance | |
| · | 120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance | |
| · | 125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and | |
| · | each share of Preferred Stock is redeemed one year from the day of issuance |
November 19, 2020
On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000. The SPA provides for GHS’s purchase, from time to time, of up to 600 shares of the newly designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a commitment fee.
No additional closing may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).
The Series B Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.
Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results for each reporting period.
| 18 |
On November 19, 2020, GHS purchased a total of
On November 19, 2020 (the date of receipt of
cash proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability
of $
The Company recalculated the value of the derivative
liability associated with this convertible preferred stock and recorded a loss in connection with the change in fair market value of the
derivative liability of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.13 years to 1.50 years.
December 16, 2020
On December 16, 2020, pursuant to the terms of
the SPA, GHS purchased an additional
On December 16, 2020 (the date of receipt of
cash proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability
of $
The Company recalculated the value of the derivative
liability associated with this convertible preferred stock and recorded a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.21 years to 1.50 years.
| 19 |
December 20, 2021
On December 20, 2021, pursuant to the terms of
the SPA, GHS purchased an additional
The Company recalculated the value of the derivative
liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability
and recorded a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0050 the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0070, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, and an expected term of 1.50 years.
February 7, 2022
On February 7, 2022, pursuant to the terms of
the SPA, GHS purchased an additional
On February 7, 2022 (the date of receipt of
cash proceeds of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability
of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term of 1.35 to 1.5 years.
March 24, 2022
On March 24, 2022, pursuant to the terms of the
SPA, GHS purchased an additional
| 20 |
On March 24, 2022 (the date of receipt of
cash proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative
liability of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0018, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 202.70%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term of 1.48 to 1.5 years.
November 17, 2022
On November 17, 2022, pursuant to the terms of
the SPA, GHS purchased an additional
On November 17, 2022 (the date of receipt of
cash proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability
of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0020, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0022, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 201.59%, risk-free interest rates ranging from 3.68% to 5.46%, and an expected term of 1.5 years.
August 24, 2023
On August 24, 2023, pursuant to the terms of the
SPA, GHS purchased
On August 24, 2023 (the date of receipt of
cash proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability
of $
| 21 |
The Company recalculated the value of the derivative
liability associated with the convertible in connection with the change in fair market value of the derivative liability note and recorded
a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0014, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0015, an expected dividend yield of 0%, expected volatility ranging from 189.98% to 202.70%, risk-free interest rates ranging from 3.68% to 5.46%, and an expected term of 1.5 years.
April 16, 2024
On April 16, 2024, pursuant to the terms of the
SPA, GHS purchased
On April 16, 2024 (the date of receipt of cash
proceeds of $17,600 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $
The Company recalculated the value of the derivative
liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded
a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0009, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0014, an expected dividend yield of 0%, expected volatility ranging from 186.23% to 205.33%, risk-free interest rates ranging from 3.68% to 5.18%, and an expected term of 1 year.
October 3, 2024
On October 3, 2024, pursuant to the terms of the
SPA, GHS purchased
On October 3, 2024 (the date of receipt of cash
proceeds of $39,140), the Company valued the fair value of the derivative and recorded an initial derivative liability of $
| 22 |
The Company recalculated the value of the derivative
liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded
a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0009, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0012, an expected dividend yield of 0%, expected volatility ranging from 182.85% to 201.59%, risk-free interest rates ranging from 3.68% to 4.16%, and an expected term of 1 year.
Series C Convertible Preferred Stock
On January 8, 2024, the Board of Directors of
the Company had authorized issuance of up to
Dividends: Each share of Series C Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series C Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series C Convertible Preferred Stock. From and after the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.
Voting Rights: The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders of Series C Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.
Liquidation: Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series C Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to the full respective Liquidation Preference to which they are entitled.
Conversion: The Holder shall have the right, at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation (as defined below)) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Optional Conversion Rate (as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”) for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional Conversion Rate”). “Trading Days” shall mean a day on which the means the principal markets or exchange on which the common stock is listed or quoted for trading on the date in question is open for business. “Beneficial Ownership Limitation” shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series C Preferred Stock held by the applicable Holder.
| 23 |
No fractional shares of Common Stock shall be issued upon conversion of shares of Series C Preferred Stock. If more than one share of Series C Preferred Stock shall be surrendered, or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion of any shares of Series C Preferred Stock (after aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being rounded upward).
The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series C Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and free from all taxes, liens or charges with respect thereto.
All shares of Series C Preferred Stock which have been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof to receive shares of Common Stock in exchange thereof.
The Series C Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.
Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period.
March 1, 2024
On March 1, 2024, a convertible promissory noteholder
and the Company mutually agreed to convert the principal balance of $
The Company recalculated the value of the derivative
liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability
and recorded a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.00138, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0014, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 202.70%, risk-free interest rates ranging from 3.68% to 5.09%, and an expected term of 1 year.
Series D Convertible Preferred Stock
On March 17, 2025, the Board of Directors of the
Company had authorized issuance of up to
| 24 |
Dividends: Each share of Series D Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series D Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series D Convertible Preferred Stock. From and after the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series D Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.
Voting Rights: The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders of Series D Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.
Liquidation: Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series D Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to the full respective Liquidation Preference to which they are entitled.
Conversion: The Holder shall have the right, at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation (as defined below)) determined by dividing the Stated Value of such share of Series D Preferred Stock by the Optional Conversion Rate (as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”) for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional Conversion Rate”). “Trading Days” shall mean a day on which the means the principal markets or exchange on which the common stock is listed or quoted for trading on the date in question is open for business. “Beneficial Ownership Limitation” shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series D Preferred Stock held by the applicable Holder.
No fractional shares of Common Stock shall be issued upon conversion of shares of Series D Preferred Stock. If more than one share of Series D Preferred Stock shall be surrendered, or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series D Preferred Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion of any shares of Series D Preferred Stock (after aggregating all shares of Series D Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being rounded upward).
The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series D Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series D Preferred Stock. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and non-assessable, with no personal liability attached to ownership thereof, and free from all taxes, liens or charges with respect thereto.
All shares of Series D Preferred Stock which have been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof to receive shares of Common Stock in exchange thereof.
The Series D Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.
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Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results for each reporting period.
March 21, 2025
On March 21, 2025, pursuant to the terms of
the SPA, GHS purchased
On March 21, 2025 (the date of receipt of cash
proceeds of $50,800), the Company valued the fair value of the derivative and recorded an initial derivative liability of $
The Company recalculated the value of the derivative
liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded
a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0008, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.001, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.73%, risk-free interest rates ranging from 3.68% to 4.04%, and an expected term of 1 year.
April 10, 2025
On April 10, 2025, pursuant to the terms of the
SPA, GHS purchased
On April 10, 2025 (the date of receipt of
cash proceeds of $44,100), the Company valued the fair value of the derivative and recorded an initial derivative liability of
$
The Company recalculated the value of
derivative liability associated with the convertible note in connection with the change in fair market value of the derivative
liability and recorded a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0007, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.68% to 3.97%, and an expected term of 1 year.
May 14, 2025 - 1
On May 14, 2025, pursuant to the terms of
the SPA, GHS purchased
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On May 10, 2025 (the date of receipt of cash
proceeds of $10,780), the Company valued the fair value of the derivative and recorded an initial derivative liability of $
The Company recalculated the value of derivative
liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded
a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0007, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.68% to 4.14%, and an expected term of 1 year.
May 14, 2025 - 2
On May 14, 2025, pursuant to the terms of the
SPA, GHS purchased
On May 10, 2025 (the date of receipt of cash
proceeds of $24,500), the Company valued the fair value of the derivative and recorded an initial derivative liability of $
The Company recalculated the value of derivative
liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded
a loss of $
The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0007, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.68% to 4.14%, and an expected term of 1 year.
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The following table represents the change in the fair value of the derivative liabilities for the nine months ended September 30, 2025 and 2024, respectively.
| Schedule of change in the fair value of the derivative liabilities | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Balance at December 31, 2023 | $ | $ | $ | |||||||||
| Additions to derivative liability | ||||||||||||
| Change in the fair value of derivative liability | ||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | |||||||||
| Balance at December 31, 2024 | $ | $ | $ | |||||||||
| Additions to derivative liability | ||||||||||||
| Change in the fair value of derivative liability | ||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | |||||||||
As a result of issuance of derivative
instruments, the Company recorded a derivative liability of $
Warrants
A summary of the status of the Company’s warrants as of September 30, 2025 and 2024, and changes during the nine months then ended, is presented below:
| Schedule of warrant activity | ||||||||||||
Shares Under Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | ||||||||||
| Outstanding at December 31, 2023 | $ | |||||||||||
| Issued | ||||||||||||
| Expired/Forfeited | ( | ) | ||||||||||
| Outstanding at September 30, 2024 | $ | |||||||||||
| Outstanding at December 31, 2024 | $ | – | ||||||||||
| Issued | ||||||||||||
| Expired/Forfeited | ||||||||||||
| Outstanding at September 30, 2025 | $ | – | ||||||||||
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NOTE 9 – SUBSEQUENT EVENTS
On October 29, 2025, the Company entered into an extension to the Note G pursuant to which the Maturity Date for the Note G was extended until April 29, 2026. In addition, all prior events of default were waived by GHS (See NOTE 5).
On October 30, 2025, GHS Investments entered into a financing arrangement and purchased 35 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a cash consideration of $34,300, pursuant to the terms of a Security Purchase Agreement.
On October 30, 2025, the Company designated (the “COD”) a new class of Series E Convertible Preferred Stock consisting of 3,000 shares and having the rights and features described below.
The material features of the Series E Preferred Stock, as set forth in the COD, include the following:
| · | Subject to a leak out (as set forth in the COD), each share of Series E Preferred Stock is convertible into shares of Common Stock (subject to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value ($1,200) by the Conversion Price ($0.0005, subject to adjustments as set forth in the COD). | |
| · | Subject to the beneficial ownership limitation, the Series E Preferred Stock will vote with the Common Stock on an as converted basis. | |
| · | Each share of Series E Preferred Stock is entitled to receive cumulative dividends of 10% per annum, payable quarterly, beginning on the issue date while the Series E Preferred Stock is outstanding. Dividends may be paid in cash or in shares of Series E Preferred Stock, at the Company’s discretion. |
The Company has the right to redeem all (but not less than all) shares of the Series E Preferred Stock issued and outstanding at any time upon three business days’ notice at a redemption price per Series E Preferred Stock equal to the product of (i) the 1.10 multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the holder.
On October 30, 2025, the Company entered into a Stock Purchase Agreement (the “SPA”) with GHS Investments, LLC, a Nevada limited liability company (“GHS”), pursuant to which, upon the occurrence of certain conditions, including defaults by the Company under its agreements with GHS and subsequent waivers and extensions thereof by GHS, the Company would issue to GHS 100 shares (the “GHS Shares”) of the Company’s Series A Super-voting Preferred Stock (the “Series A Preferred Stock”). On November 5, 2025 (the “Closing” or, the “Closing Date”), the closing of the SPA occurred, and GHS was issued 100 shares of Series A Preferred Stock.
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Emmons DEA”) with it’s Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued and unpaid fees owed to him by the Company under various agreements for 268.529 shares (the “Emmons Shares”) of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”). In addition to the issuance of the Emmons Shares, Mr. Emmons agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025.
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Mitta DEA”) with Vidhyadhar Mitta, it’s former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 (the “Mitta Note”) for 180 shares (the “Mitta Shares”) of Series E Preferred Stock. In addition to the issuance of the Mitta Shares, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025.
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On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “McNemar DEA”) with Karen McNemar, it’s former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares (the “McNemar Shares”) of Series E Preferred Stock. In addition to the issuance of the McNemar Shares, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025.
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Senior Secured DEA”) with Sergey Gogin and YVSGRAMORAH, LLC, an entity controlled by Mr. Gogin (the “Senior Secured Holders”). Pursuant to the Senior Secured DEA, the Senior Secured Holders exchanged an aggregate of $522,195 of principal and accrued and unpaid interest owed to the Senior Secured Holders by the Company under the Senior Secured Convertible Note issued to Mr. Gogin on January 22, 2018 (the “Gogin Note”) and the Senior Secured Convertible Note issued to YSVGRAMORAH, LLC on March 6, 2019 (the “YVS Note,” together, with the Gogin Note, the “Senior Secured Notes”) for an aggregate of 489 shares (the “Senior Secured Shares”) of Series E Preferred Stock. The closing of the Senior Secured DEA occurred on November 5, 2025.
Contingent upon the Closing, on October 29, 2025, the Company entered into an Asset Transfer Agreement (the “Transfer Agreement”) with Aingura IIoT, S.L., a company incorporated under the laws of Spain (“Aingura”). Pursuant to the Transfer Agreement, upon the Closing and a transaction pursuant to which the Company acquires assets or an acquisition of an operating entity, the Company will transfer certain assets owned by it to Aingura in exchange for $30,843 in fees owed to Aingura. Until the asset transfer occurs, the Company is required to have $30,843 of Series E Preferred Stock held in escrow in favor of Aingura (the “Escrow Shares”). Once the asset transfer occurs, the shares held in escrow will be returned to the Company. In the event that the asset transfer does not occur within three months of the date of the Transfer Agreement, the Company will issue the Escrow Shares to Aingura in full satisfaction of the fees owed to Aingura by the Company.
Contingent upon the Closing, on October 30, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Emmons pursuant to which Mr. Emmons will receive a monthly fee of $4,167 payable in Series E Preferred Stock issuable no later than 15 days following the end of the month. The term of the Consulting Agreement is three months which is automatically renewable upon the consent of the parties for additional one-month terms.
Upon Closing, the Mitta Note (See NOTE E) was cancelled and the Security Agreement effective as of August 2, 2019 between Mr. Mitta and the Company was terminated.
Upon Closing, all previous agreements between Ms. McNemar and Mr. Emmons (besides the Consulting Agreement) and the Company were terminated. Ms. McNemar has also entered into a new consulting agreement with the Company.
Upon Closing, the Senior Secured Notes were cancelled and the Security and Pledge Agreement dated January 22, 2018 between Mr. Gogin and the Company was terminated and the Security and Pledge Agreement dated March 6, 2019 between YVSGRAMORAH, LLC and the Company was terminated.
Contingent upon the Closing, on October 30, 2025, the Company entered into debt exchange agreements with two consultants pursuant to which the Company agreed to exchange an aggregate of $9,985 of unpaid consulting fees for an aggregate of 19,969,770 shares of the Company’s Common Stock.
At Closing, all previously-issued shares of Series A Preferred Stock were terminated and, simultaneously, 100 shares of Series A Preferred Stock were issued to GHS.
Upon Closing, Karen McNemar resigned from all positions within the Company.
Upon Closing, Vidhyadhar Mitta resigned as a director of the Company.
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Upon Closing, the Board of Directors was expanded to four members and Sarfraz Hajee, Mark Grober, and Matthew Schissler were appointed as directors. Besides the Closing, there are no arrangements or understandings between the new directors and any other persons pursuant to which the new directors were appointed as directors.
Messrs. Hajee, Grober, and Schissler are each equity owners of GHS which has been issued shares of various series of preferred stock of the Company, including the GHS Shares. As has been disclosed above, through its ownership of all shares of Series A Preferred Stock issued and outstanding, GHS has voting control of the Company. GHS has also been issued the GHS Note, which is still outstanding as of the date hereof.
On December 1, 2025, Company entered into a Securities Purchase Agreement, as amended, with GHS in the amount of up to $210,000 (the “SPA”). On December 1, 2025, the Company and GHS entered into Amendment No. 2 to the SPA pursuant to which the aggregate number of shares of Series D Convertible Preferred Stock could be issued was increased to up to 259 shares and a fifth additional Closing was added in the amount of up to 34 shares of Series D Preferred Stock for a Purchase Price of up to $34,000.
On December 2, 2025, the Company and GHS closed the fifth additional Closing under the SPA in the amount of $34,000 with 34 shares of Series D Preferred Stock being issued to GHS.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements
Basis of Presentation
The financial information presented below and the following Management Discussion and Analysis of the Consolidated Financial Condition, Results of Operations, Stockholders’ Equity and Cash Flow for the quarterly periods ended September 30, 2025 and 2024 gives effect to our acquisition of OXYS Corporation (“OXYS”) on July 28, 2017. In accordance with the accounting reporting requirements for the recapitalization related to the “reverse merger” of OXYS, the financial statements for OXYS have been adjusted to reflect the change in the shares outstanding and the par value of the common stock of OXYS. Additionally, all intercompany transactions between the Company and OXYS have been eliminated.
Forward-Looking Statements
Statements in this management’s discussion and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition, involve risks and uncertainties. Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.
Factors that may cause differences between actual results and those contemplated by forward-looking statements are not limited to the following:
| · | the impact of conflicts between the Russian Federation and Ukraine and Israel in on our operations; | |
| · | geo-political events, such as the crisis in Ukraine and Israel, government responses to such events and the related impact on the economy both nationally and internationally; | |
| · | general market and economic conditions; | |
| · | our ability to maintain and grow our business with our current customers; | |
| · | our ability to meet the volume and service requirements of our customers; | |
| · | industry consolidation, including acquisitions by us or our competitors; | |
| · | capacity utilization and the efficiency of manufacturing operations; |
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| · | success in developing new products; | |
| · | timing of our new product introductions; | |
| · | new product introductions by competitors; | |
| · | the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution; | |
| · | product pricing, including the impact of currency exchange rates; | |
| · | effectiveness of sales and marketing resources and strategies; | |
| · | adequate manufacturing capacity and supply of components and materials; | |
| · | strategic relationships with our suppliers; | |
| · | product quality and performance; | |
| · | protection of our products and brand by effective use of intellectual property laws; | |
| · | the financial strength of our competitors; | |
| · | the outcome of any future litigation or commercial dispute; | |
| · | barriers to entry imposed by competitors with significant market power in new markets; and | |
| · | government actions throughout the world. |
You should not rely on forward-looking statements in this document. This management’s discussion contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements.
Critical Accounting Policies
The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. We continually evaluate the accounting policies and estimates used to prepare the financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.
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Historical Background
We were incorporated in the State of New Jersey on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation and subsequently changed our name to Gotham Capital Holdings, Inc. on May 18, 2015. We commenced operations in the beauty supply industry as of January 1, 2004. On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business. From January 1, 2009 until July 28, 2017, we had no operations and were a shell company.
On March 16, 2017, our Board of Directors adopted resolutions, which were approved by shareholders holding a majority of our outstanding shares, to change our name to “IIOT-OXYS, Inc.”, to authorize a change of domicile from New Jersey to Nevada, to authorize a 2017 Stock Awards Plan, and to approve the Securities Exchange Agreement (the “OXYS SEA”) between the Company and OXYS Corporation (“OXYS”), a Nevada corporation incorporated on August 4, 2016.
Under the terms of the OXYS SEA we acquired 100% of the issued voting shares of OXYS in exchange for 34,687,244 shares of our Common Stock. We also cancelled 1,500,000 outstanding shares of our Common Stock and changed our management to Mr. DiBiase who also served in the management of OXYS. Also, one of our principal shareholders entered into a consulting agreement with OXYS to provide consulting services during the transition. The OXYS SEA was effective on July 28, 2017, and our name was changed to “IIOT-OXYS, Inc.” at that time. Effective October 26, 2017, our domicile was changed from New Jersey to Nevada.
At the present time, we have two wholly owned subsidiaries which are OXYS Corporation and HereLab, Inc. (an entity immaterial to our operations), through which our operations are conducted.
General Overview
IIOT-OXYS, Inc., a Nevada corporation (the “Company”), and OXYS, were originally established for the purposes of designing, building, testing, and selling Edge Computing systems for the Industrial Internet. Both companies were early-stage technology startups that are largely pre-revenue in their development phase. HereLab (an entity immaterial to our operations) is also an early-stage technology development company.
We develop hardware, software and algorithms that monitor, measure and predict conditions for energy, structural, agricultural and medical applications. We use domain-specific Artificial Intelligence to solve industrial and environmental challenges. Our engineered solutions focus on common sense approaches to machine learning, algorithm development and hardware and software products.
We use off-the-shelf components, with reconfigurable hardware architecture that adapts to a wide range of customer needs and applications. We use open-source software tools, while still creating proprietary content for customers, thereby reducing software development time and cost. The software works with the hardware to collect data from the equipment or structure that is being monitored.
We focus on developing insights. We develop algorithms that help our customers create insights from vast data streams. The data collected is analyzed and reports are created for the customer. From these insights, the customer can act to improve their process, product or structure.
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Results of Operations for the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024 (Unaudited)
For the three months ended September 30, 2025, we did not record any revenues and related cost of sales. Our operating expenses totaled $100,033 which included payroll costs of $50,000, amortization of intangible assets of $12,476, professional fees of $23,516, and general and administrative expenses of $14,039. We recorded net other expense of $308,355 consisting of a loss of $375,481 due to change in fair market value of derivative liability; interest expense of $11,845 on promissory notes payable; and $78,971 upon settlement of accounts payable which we recorded as other income. We also recorded preferred stock dividend on convertible preferred stock of $30,501. As a result of the above, we recorded a net loss of $438,889 attributable to common stockholders for the three months ended September 30, 2025.
For the three months ended September 30, 2024, we did not earn any revenues and did not incur related cost of sales. Our operating expenses were $155,831 which included payroll costs of $50,000, amortization of intangible assets of $12,477, legal and professional fees of $84,279, and general and administrative expenses of $8,242. We recorded net other income of $51,155 consisting of gain of $63,503 due to change in fair market value of derivative liability, and interest expense of $12,348. We also recorded $21,523 as preferred stock dividend on convertible preferred stock for the three months ended September 30, 2024. As a result, we incurred a net loss of $126,199 for the three months ended September 30, 2024.
During the current and prior period, we did not record an income tax benefit due to the uncertainty associated with the Company’s ability to utilize the deferred tax assets.
Results of Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 (Unaudited)
For the nine months ended September 30, 2025, we did not earn any revenue and did not incur related cost of sales. Our operating expenses were $313,264 which included payroll costs of $150,000, amortization of intangible assets of $37,022, legal and professional fees of $108,381, and general and administrative expenses of $17,861. We recorded net other expense of $277,664 consisting of a loss of 147,170 due to change in fair market value of derivative liability, loss on a derivative of $35,658 on Series C and D Convertible Preferred Stock, and interest expense of $196,136 primarily due to recording of $160,800 as interest expense on issuance of Series D Convertible Preferred Stock and $35,336 in interest expense on promissory notes payable. We also recorded $78,685 as preferred stock dividend on convertible preferred stock for the nine months ended September 30, 2025. As a result, we incurred a net loss of $669,613 attributable to common stockholders for the nine months ended September 30, 2025.
For the nine months ended September 30, 2024, we earned revenues of $2,500 and recorded related cost of sales of $2,125. Our operating expenses were $327,186 which included payroll costs of $150,518, amortization of intangible assets of $37,159, legal and professional fees of $129,325, and general and administrative expenses of $8,204. We recorded net other expense of $384,883 consisting of loss of $282,623 due to change in fair market value of derivative liability, gain on a derivative of $27,833 on Series C Convertible Preferred Stock, and interest expense of $130,093. We also recorded $61,886 as preferred stock dividend on convertible preferred stock for the nine months ended September 30, 2024. As a result, we incurred a net loss of $773,580 for the nine months ended September 30, 2024.
During the current and prior period, we did not record an income tax benefit due to the uncertainty associated with the Company’s ability to utilize the deferred tax assets.
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No revenues were earned in Q3 2025 and, thus, revenues were less than the same period in 2024. We believe revenue growth for the rest of 2025 will be challenging given the difficulty in raising additional capital to fuel sales and marketing efforts. Potential future revenue growth depends on our ability to raise said capital and the following factors:
| · | Our DOT Bridge Monitoring Contract ended in December 2023 but we believe our Structural Health Monitoring (“SHM”) vertical is the foundation of our future revenue stream. Discussions with our main contractor to the DOT revealed that the monitoring program in which we’ve participated in previous years has been suspended with no foreseeable plans to restart the program. Despite this setback, our main contractor has confirmed we can continue to monitor our two sites (at our cost), which will allow us to effectively market our system and services to local municipalities and other state DOTs. We continue to pursue DOT contacts in two other northeast states, but these may not convert to contracts for another year. Projects with local municipalities in our current northeast state also continue to be prospected and may convert to contracts sometime in 2026, as they are based on potential state grants and not dependent on state or municipal budget cycles. | |
| · | Our Smart Manufacturing vertical is another potential source of future revenue based on the strong use case developed from our CNC POC and SaaS contracts in previous years. Although the SaaS contract ended in May 2024, the tool cost savings exceeded our projections and our customer’s expectations. This previous customer will continue to endorse our capabilities and services, including promotional video material previously released and pending. We believe their endorsement and promotional videos are valuable collateral to prospect future Smart Manufacturing CNC business. Additional POCs for other discrete manufacturing processes, including metal stamping, plastic injection molding, plastic extrusion, and automated assembly and test are also potential avenues of future revenue streams. | |
| · | We believe our strategic partnership continues to be our greatest asset. The strength of our Aingura IIoT, S.L. partnership provides supplemental expertise, equipment and software, which ensures our ability to bring value to our prospective customers. Their recent successes in expanding their minimally invasive monitoring and predictive algorithms into heavy industrial equipment applications bodes well for additional U.S. collaborations with us. |
Despite these positive factors, we continue to face significant headwinds and we have not been able to raise material funds for ongoing operations through our existing financing agreements due to market conditions. Our management continues to secure limited funding from our lead investor to pay for ongoing expenses and our leadership team is considering our options for both the short and long term. Given the current challenges in raising adequate funds, management is pursuing options including vetting suitable companies to merge with or acquire us.
We believe we’ve created valuable assets from our business development in these industries, which are strong in both their size and growth. The global smart manufacturing (also known as Industry 4.0) was 233.3 billion in 2024 and will reach $479 billion by 2029 (CAGR 15.5%)1, and the worldwide SHM industry is $2.5 billion in 2024 and will reach $4.1 billion by 2029 (CAGR of 10.4%)2.
Given the valuable real-world data we have collected, our Artificial Intelligence (“AI”) Machine Learning algorithms we have developed, strong use cases and marketing collateral developed from our data and algorithms, combined with our prudent operational execution, we believe our company’s assets have potential future revenue growth, that will be attractive to prospective partners interested in an acquisition or merger.
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1 https://www.marketsandmarkets.com/Market-Reports/smart-manufacturing-market-105448439.html
2 https://www.marketsandmarkets.com/Market-Reports/structural-health-monitoring-market-101431220.html
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On November 5th, 2025, after the close of Q3 2025, but prior to the filing of this report, control of the Company was transferred to GHS, our lead investor. Vidhydahar Mitta, our former independent board member, and Karen McNemar, our former interim CFO and COO, have resigned their positions. We thank them for their service to the Company. Cliff Emmons will continue in the role of CEO and, together with our new board, we are optimistic that under this new leadership the Company will have greater access to capital to secure additional assets for the Company, including potential synergistic mergers. We expect the net result will be increased shareholder value.
Liquidity and Capital Resources for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 (Unaudited)
At September 30, 2025, we reported a cash balance of $278 as a result of net decrease of $23,315 from $23,593 cash balance at December 31, 2024. This decrease was primarily as a result of net cash used in operating activities of $159,135 offset by net cash provided by sale of Series C and Series D convertible preferred stock of $141,000, proceeds from cash overdraft of $5,640, and cash payment of $10,820 in offering costs.
Operating Activities
Net cash flows used in operating activities for the nine months ended September 30, 2025 was $159,135, primarily attributed to the net loss of $669,613, stock compensation expense from services of $3,395, amortization of intangible assets of $37,022, amortization of debt discount on Series C & D convertible preferred stock of $33,000, loss due to change in the fair value of derivative liability of $147,170, and net decrease in operating assets and liabilities of $289,890. The Company recorded changes in operating assets and liabilities primarily attributable to decrease in prepaids and other current assets of $2,139, decrease in accounts payable of $123,366, increase in accrued liabilities of $132,296, increase in derivative liabilities of $167,459, and increase in salaries payable to related parties of $111,362.
Net cash flows used in operating activities for the nine months ended September 30, 2024 was $15,063, primarily attributed to the net loss of $773,580, amortization of debt discount on notes payable and preferred stock of $4,000, amortization of intangible assets of $37,159, and net increase in operating assets and liabilities of $717,358. The Company recorded changes in operating assets and liabilities primarily attributable to decrease in accounts receivable of $5,460, increase in accounts payable of $145,234, increase in accrued liabilities of $114,498, increase in derivative liabilities of $343,615, increase in shares payable to related parties of $1,980, and increase in salaries payable to related parties of $106,571.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2025 and 2024 was $0.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025, was $135,820, due to cash received from sale of Series D Convertible Preferred Stock of $141,000, proceeds from cash overdraft of $5,640, and cash payments of offering costs of $10,820.
Net cash provided by financing activities for the nine months ended September 30, 2024 was $17,600 due to cash received of $20,000 from equity financing of convertible preferred stock, net of cash payment of $2,400 in fees paid in connection with the capital raise.
Net cash provided by financing activities for the nine months ended September 30, 2023 was $113,871 primarily due to sales of our common stock of $54,195, Series B convertible preferred stock of $62,000 and paid $2,324 in costs for raising capital.
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As a result of the above activities, the Company recorded a decrease in cash of $23,315 for the nine months ended September 30, 2025, and an increase in cash of $2,537 for the nine months ended September 30, 2024, respectively.
The accompanying condensed unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, has a working capital deficit of $3,190,078, net loss incurred for the nine months ended September 30, 2025 of $669,613, net cash used in operating activities of $159,135, and has an accumulated deficit of $11,877,865 as of September 30, 2025. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying condensed unaudited financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company has established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to the Company’s Chief Executive Officer, Clifford L. Emmons, who serves as our principal executive officer and principal financial and accounting officer, to allow timely decisions regarding required disclosure. Mr. Emmons evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of September 30, 2025. Based on his evaluation, Mr. Emmons concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2025.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 5. Other Information.
During the quarter ended September 30, 2025, no
director or officer of the Company
Item 6. Exhibits.
| SEC Ref. No. | Title of Document |
| 10.1* | Promissory Extension dated effective August 2, 2025 with Vidhyadhar Mitta |
| 31.1* | Rule 13a-14(a) Certification by Principal Executive Officer |
| 31.2* | Rule 13a-14(a) Certification by Principal Financial and Accounting Officer |
| 32.1** | Section 1350 Certification of Principal Executive Officer |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
*Filed with this Report.
**Furnished with this Report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| IIOT-OXYS, Inc. | ||
| Date: December 12, 2025 | By | /s/ Clifford L. Emmons |
| Clifford L. Emmons, Chief Executive Officer | ||
| (Principal Executive Officer and Principal Financial and Accounting Officer) | ||
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FAQ
How did IIOT-OXYS, Inc. (ITOX) perform financially for the quarter ended September 30, 2025?
For the quarter ended September 30, 2025, IIOT-OXYS, Inc. reported no revenue and a net loss attributable to common stockholders of
What is the liquidity position of IIOT-OXYS, Inc. (ITOX) as of September 30, 2025?
As of September 30, 2025, the company had cash and cash equivalents of only
Did IIOT-OXYS, Inc. (ITOX) generate any revenue in the first nine months of 2025?
No. For the nine months ended September 30, 2025, IIOT-OXYS, Inc. reported zero revenue, compared with
Why does IIOT-OXYS, Inc. (ITOX) have a going concern warning?
Management notes that the company has incurred a nine‑month net loss of
What debt and convertible instruments does IIOT-OXYS, Inc. (ITOX) have outstanding?
As of September 30, 2025, the company had
How large is the potential dilution from IIOT-OXYS, Inc. (ITOX) convertible securities?
As of September 30, 2025, the company discloses 3,087,954,876 anti‑dilutive common stock equivalents, primarily from potentially issuable shares related to convertible notes payable and convertible preferred stock. This is in addition to the 566,315,293 common shares outstanding, indicating a significant potential dilution overhang for existing shareholders.
What cash flow trends did IIOT-OXYS, Inc. (ITOX) report for the nine months ended September 30, 2025?
For the nine months ended September 30, 2025, the company reported net cash used in operating activities of
