IIOT-OXYS, Inc. (ITOX) expands Series D preferred deal with GHS to 259 shares

Rhea-AI Filing Summary

IIOT-OXYS, Inc. reported that on December 1, 2025 it amended its existing Securities Purchase Agreement with GHS Investments LLC for up to $210,000 of financing. Through Amendment No. 2, the company increased the maximum number of shares of its Series D Convertible Preferred Stock that may be issued to up to 259 shares and added a fifth additional closing. This new closing allows the sale of up to 34 shares of Series D Preferred Stock for a purchase price of up to $34,000, providing an additional small tranche of preferred equity capital under the agreement.

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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): December 1, 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.

On December 1, 2025, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement, as amended, with GHS Investments LLC (“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 (the “Series D 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.

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: December 3, 2025	By:	/s/ Clifford L. Emmons
		Clifford L. Emmons, Chief Executive Officer

2

FAQ

What did IIOT-OXYS, Inc. (ITOX) announce in this 8-K?

IIOT-OXYS, Inc. announced Amendment No. 2 to its Securities Purchase Agreement with GHS Investments LLC, adjusting the terms of its Series D Convertible Preferred Stock financing and adding an additional potential closing.

How large is the GHS financing agreement for IIOT-OXYS, Inc. (ITOX)?

The Securities Purchase Agreement between IIOT-OXYS, Inc. and GHS Investments LLC is in the amount of up to $210,000, structured through issuances of Series D Convertible Preferred Stock.

What change was made to the Series D Convertible Preferred Stock for ITOX?

Amendment No. 2 increased the aggregate number of shares of Series D Convertible Preferred Stock that may be issued to up to 259 shares under the existing Securities Purchase Agreement.

What is the new fifth closing added to the IIOT-OXYS (ITOX) financing?

The amendment added a fifth additional closing that allows IIOT-OXYS, Inc. to issue up to 34 shares of Series D Convertible Preferred Stock for a purchase price of up to $34,000.

Who is the investor in the IIOT-OXYS, Inc. (ITOX) preferred stock financing?

The investor is GHS Investments LLC, which entered into the Securities Purchase Agreement and its Amendment No. 2 with IIOT-OXYS, Inc. for the Series D Convertible Preferred Stock financing.

When was the IIOT-OXYS (ITOX) amendment with GHS Investments signed?

The company states that on December 1, 2025, IIOT-OXYS, Inc. and GHS Investments LLC entered into Amendment No. 2 to the Securities Purchase Agreement.