IIOT-OXYS (ITOX) expands GHS agreement for Series D preferred stock
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
IIOT-OXYS, Inc. amended its March 6, 2026 Securities Purchase Agreement with GHS Investments, LLC to allow two additional closings of Series D Convertible Preferred Stock. The amendment increases the total Series D shares authorized under the agreement to 167.
GHS may purchase up to 37 Series D shares in a Second Additional Closing and up to 27 shares in a Third Additional Closing, each with 3 extra shares as an equity incentive. On June 16, 2026, the company completed the Third Additional Closing, issuing 30 Series D shares to GHS for $27,000 plus 3 incentive shares, in a private offering relying on Section 4(a)(2) and Rule 506(b).
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
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 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Third Additional Closing purchase: $27,000
Third Additional Closing shares issued: 30 shares
Second Additional Closing max purchased shares: 37 shares
+4 more
7 metrics
Third Additional Closing purchase
$27,000
27 Series D shares at $1,000 per share on June 16, 2026
Third Additional Closing shares issued
30 shares
27 purchased plus 3 equity incentive shares to GHS
Second Additional Closing max purchased shares
37 shares
Series D Convertible Preferred Stock purchasable by GHS
Second Additional Closing consideration
$37,000
37 Series D shares at $1,000 per share if fully purchased
Total Series D shares per Second Closing
40 shares
37 purchased plus 3 equity incentive shares
Total Series D shares per Third Closing
30 shares
27 purchased plus 3 equity incentive shares
Aggregate Series D authorization
167 shares
Series D Convertible Preferred Stock under SPA as amended
Key Terms
Series D Convertible Preferred Stock, Securities Purchase Agreement, Section 4(a)(2) of the Securities Act of 1933, Rule 506(b) of Regulation D, +1 more
5 terms
Series D Convertible Preferred Stock financial
"Amendment No. 1 amends the SPA to add a Second Additional Closing pursuant to which GHS may purchase up to thirty-seven (37) shares of Series D Convertible Preferred Stock"
Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.
Securities Purchase Agreement financial
"entered into Amendment No. 1 to the Securities Purchase Agreement with GHS Investments, LLC"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"The Preferred Stock was offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Rule 506(b) of Regulation D regulatory
"and Rule 506(b) of Regulation D promulgated thereunder"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
accredited investor financial
"GHS represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
FAQ
What did IIOT-OXYS (ITOX) change in its agreement with GHS Investments?
IIOT-OXYS amended its March 6, 2026 Securities Purchase Agreement with GHS to add a Second and Third Additional Closing and to increase authorized Series D Convertible Preferred Stock issuable under the agreement to 167 shares in total.
What transaction did IIOT-OXYS (ITOX) complete on June 16, 2026?
On June 16, 2026, IIOT-OXYS completed the Third Additional Closing, issuing 30 Series D Convertible Preferred shares to GHS. This consisted of 27 shares purchased for $27,000 and 3 additional shares granted as an equity incentive under the amended agreement.
How much cash did IIOT-OXYS receive from GHS in the June 16, 2026 closing?
IIOT-OXYS received $27,000 from GHS in the June 16, 2026 Third Additional Closing. GHS bought 27 Series D Convertible Preferred shares at $1,000 per share, and IIOT-OXYS issued 3 more shares as a non-cash equity incentive.
Does the IIOT-OXYS amendment change other terms of the Securities Purchase Agreement?
The amendment primarily adds two additional closings and raises the Series D share authorization to 167. The company states that all other material terms of the March 6, 2026 Securities Purchase Agreement with GHS remain unchanged following Amendment No. 1.