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IIOT-OXYS (ITOX) pushes convertible note maturity to October 31, 2026

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

IIOT-OXYS, Inc. has amended a small piece of its debt. The company and GHS Investments LLC agreed to Extension No. 7 of a $75,000 Convertible Promissory Note originally issued on July 29, 2020, moving the note’s maturity date to October 31, 2026.

The note had already been extended several times, most recently to April 29, 2026. As part of the new extension, GHS waived all prior Events of Default, whether known or unknown, as of the extension’s effective date, reducing near-term repayment pressure and clearing past default issues on this instrument.

Positive

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Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Convertible note principal $75,000 Original principal amount of Convertible Promissory Note issued July 29, 2020
New maturity date October 31, 2026 Maturity date after Extension No. 7 with GHS Investments LLC
Prior maturity date April 29, 2026 Maturity date set under Extension No. 6 dated October 29, 2025
Extension number Extension No. 7 Latest amendment to the 2020 Convertible Promissory Note
Convertible Promissory Note financial
"issued to GHS Investments LLC (“GHS”) a Convertible Promissory Note in the original principal amount"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Events of Default financial
"all prior Events of Default (as defined in the Note), known or unknown to GHS, were waived"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Maturity Date financial
"the maturity date of the Note was extended to October 31, 2026 (the "Maturity Date")"
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
Extension No. 7 financial
"the Company entered into Extension No. 7 to the Note (the "Extension") with GHS"
Emerging growth company regulatory
"or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 21, 2026

 

IIOT-OXYS, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-50773   56-2415252
(State or Other Jurisdiction   (Commission File   (I.R.S. Employer
of Incorporation)   Number)   Identification Number)

 

705 Cambridge Street

Cambridge, MA 02141

(Address of principal executive offices, including zip code)

 

(401) 307-3092

(Registrant’s telephone number,

including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.         

 

 

 

   

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Promissory Note Extension

 

On July 29, 2020, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), issued to GHS Investments LLC (“GHS”) a Convertible Promissory Note in the original principal amount of $75,000 (the “Note”). The Note was previously extended on multiple occasions, most recently pursuant to Extension No. 6, dated October 29, 2025, which extended the maturity date of the Note to April 29, 2026.

 

On May 21, 2026, the Company entered into Extension No. 7 to the Note (the "Extension") with GHS, pursuant to which the maturity date of the Note was extended to October 31, 2026 (the "Maturity Date"). In addition, all prior Events of Default (as defined in the Note), known or unknown to GHS, were waived by GHS as of the effective date of the Extension.

 

The foregoing description of the Extension is not complete and is qualified in its entirety by reference to the full text of that document. A copy of the Extension is filed as an exhibit to this Form 8-K and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
10.1   Extension No. 7 to Convertible Promissory Note, dated May 21, 2026, by and between IIOT-OXYS, Inc. and GHS Investments LLC
104   Cover Page Interactive Data File (formatted in Inline XBRL)

 

 

 

 

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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 hereunto duly authorized.

 

 

IIOT-OXYS, Inc.

 

   
Date: May 27, 2026 By: /s/ Clifford L. Emmons
    Clifford L. Emmons, Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

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FAQ

What did IIOT-OXYS (ITOX) change about its promissory note with GHS?

IIOT-OXYS and GHS Investments LLC agreed to Extension No. 7 of a $75,000 Convertible Promissory Note, pushing the maturity date to October 31, 2026. This continues a series of prior extensions to keep the same debt outstanding longer.

How large is the IIOT-OXYS (ITOX) convertible promissory note affected by this 8-K?

The affected Convertible Promissory Note has an original principal amount of $75,000. It was first issued on July 29, 2020 to GHS Investments LLC and has since been extended multiple times, including the newly disclosed Extension No. 7.

What is the new maturity date of IIOT-OXYS (ITOX) note under Extension No. 7?

Under Extension No. 7, the maturity date of the Convertible Promissory Note is October 31, 2026. The previous extension, dated October 29, 2025, had moved the maturity to April 29, 2026 before this latest change.

Were prior defaults on the IIOT-OXYS (ITOX) note addressed in this extension?

Yes. GHS waived all prior Events of Default, as defined in the note, whether known or unknown, as of the effective date of Extension No. 7. This waiver removes existing default status on that specific convertible promissory note.

Who is the lender on IIOT-OXYS (ITOX) Convertible Promissory Note?

The lender is GHS Investments LLC, which holds the $75,000 Convertible Promissory Note issued by IIOT-OXYS, Inc. on July 29, 2020. GHS also agreed to multiple maturity extensions, including the newly executed Extension No. 7.

Filing Exhibits & Attachments

4 documents