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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):
November 5, 2025
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. |
GHS SPA
On October 30, 2025, IIOT-OXYS, Inc., a Nevada
corporation (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.
Emmons Exchange Agreement
On October 30, 2025, the Company entered into
a Debt Exchange Agreement (the “Emmons DEA”) with Clifford L. Emmons, 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.
Mitta Exchange Agreement
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 Emmons 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.
McNemar Exchange Agreement
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.
Gogin/YVSGRAMORAH Exchange Agreements
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.
Asset Transfer Agreement
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.
Emmons Consulting Agreement
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 $4,166.66 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.
| Item 1.02 | Termination of a Material Definitive Agreement. |
Upon Closing, the Mitta Note 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.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure in Item 1.01 Entry into a Material
Definitive Agreement. herein is incorporated into this Item 3.02 Unregistered Sales of Equity Securities.
The GHS Shares issued
above were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations
of GHS. There were no sales commissions paid pursuant to this transaction.
The Emmons Shares, the Mitta Shares, the McNemar
Shares, and the Senior Secured Shares issued above were made in reliance upon the exemption from securities registration afforded by Section
3(a)(9) of the Securities Act.
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.
The securities issued above were made in reliance
upon the exemption from securities registration afforded by Section 3(a)(9) of the Securities Act.
| Item 5.01 | Changes in Control of Registrant. |
The disclosure in Item 1.01 Entry into a Material
Definitive Agreement. herein is incorporated into this Item 5.01 Changes in Control of Registrant.
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. Each share of Series
A Preferred Stock has 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 Preferred Stock and any newly designated preferred stock issued
and outstanding at the time of voting}]
Divided by:
[the number of shares of Series A Preferred Stock
issued and outstanding at the time of voting]
The shares of Series A Preferred Stock vote together
with the Common Stock as a single class with respect to any and all matters presented to the holders of Common Stock for their action.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
CFO Resignation
Upon Closing, Karen McNemar resigned from all
positions within the Company. Ms. McNemar did not resign as a result of a disagreement with the Company, known to an executive officer
of the Company, on any matter relating to the Company’s operations, policies or practices.
Director Resignation
Upon Closing, Vidhyadhar Mitta resigned as a director
of the Company. Mr. Mitta did not resign as a result of a disagreement with the Company, known to an executive officer of the Company,
on any matter relating to the Company’s operations, policies or practices.
Director Appointments
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.
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: November 10, 2025 |
By: |
/s/ Clifford L. Emmons |
| |
|
Clifford L. Emmons, Chief Executive Officer |
