IIOT-OXYS (ITOX) issues 40 Series D preferred shares in amended GHS deal
Rhea-AI Filing Summary
IIOT-OXYS, Inc. amended its Securities Purchase Agreement with GHS Investments, LLC on August 6, 2026 to add a Fourth Additional Closing. Under this amendment, GHS may purchase up to thirty-seven shares of Series D Convertible Preferred Stock for $37,000 ($1,000 per share) and receive three additional shares as an equity incentive, for a total of forty shares at GHS’s discretion.
The amendment also revises the definition of Preferred Stock in the agreement to authorize issuance of up to two hundred seven shares of Series D Convertible Preferred Stock in the aggregate. On August 7, 2026, IIOT-OXYS issued forty shares of this preferred stock to GHS on these terms, relying on Section 4(a)(2) and Rule 506(b) of Regulation D for an exempt private offering to an accredited investor.
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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
Shares purchased in Fourth Additional Closing: 37 shares of Series D Convertible Preferred Stock
Cash purchase price: $37,000
Equity incentive shares: 3 shares of Series D Convertible Preferred Stock
+2 more
5 metrics
Shares purchased in Fourth Additional Closing
37 shares of Series D Convertible Preferred Stock
Purchased by GHS for $37,000 at $1,000 per share
Cash purchase price
$37,000
Consideration paid by GHS for 37 Series D preferred shares at $1,000 per share
Equity incentive shares
3 shares of Series D Convertible Preferred Stock
Additional shares issued to GHS as an equity incentive in the Fourth Additional Closing
Total shares issued on August 7, 2026
40 shares of Series D Convertible Preferred Stock
37 purchased for cash plus 3 equity incentive shares issued to GHS
Aggregate Series D authorization under SPA
207 shares of Series D Convertible Preferred Stock
Maximum aggregate Series D shares authorized to be issued under the amended SPA
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
"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. 2 to the Securities Purchase Agreement"
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
"offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"
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 regulatory
"GHS represented to the Company that it is an “accredited investor” as defined in Rule 501(a)"
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 transaction did IIOT-OXYS (ITOX) enter into with GHS on August 6, 2026?
IIOT-OXYS entered into Amendment No. 2 to its Securities Purchase Agreement with GHS, adding a Fourth Additional Closing for Series D Convertible Preferred Stock and updating the total authorized preferred shares under the agreement.
Under what securities law exemptions did IIOT-OXYS (ITOX) sell the Series D preferred stock to GHS?
The Series D Convertible Preferred Stock was offered and sold in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, as a private offering to an accredited investor without general solicitation.
What investor status did GHS represent in its deal with IIOT-OXYS (ITOX)?
GHS represented to IIOT-OXYS that it is an “accredited investor” as defined in Rule 501(a) of Regulation D, which is a key condition for relying on the private offering exemption used in this transaction.
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