[8-K] IIOT-OXYS, Inc. Reports Material Event

Rhea-AI Filing Summary

IIOT-OXYS, Inc. (ITOX) reported several capital structure updates. The company extended the maturity of its $75,000 Convertible Promissory Note with GHS Investments from October 29, 2025 to April 29, 2026, and GHS waived all prior events of default.

The company amended its March 21, 2025 Securities Purchase Agreement with GHS, increasing the aggregate number of Series D Convertible Preferred shares issuable to 225, and raising the fourth additional closing to up to 35 shares for a purchase price of up to $35,000. IIOT-OXYS also designated a new class of Series E Convertible Preferred consisting of 3,000 shares.

For the Series E preferred, the company may redeem all outstanding shares on three business days’ notice at a price equal to 1.10 times the sum of the stated value, accrued but unpaid dividends, and other amounts due.

Insights

Credit & Equity Structure Analyst

Extension eases near-term debt pressure; preferred terms updated.

The $75,000 note maturity push to April 29, 2026 defers a liability by six months, and the waiver of prior events of default removes immediate covenant pressure. This is a small absolute amount but eliminates a potential trigger.

Amending the SPA lifts potential issuance of Series D to 225 shares and allows a fourth closing of up to 35 shares for up to $35,000. The designation of 3,000 Series E preferred shares adds a new class with a clear redemption formula at 1.10% of stated amounts as defined.

Impact depends on actual closings and any redemptions under the Series E terms as disclosed. Subsequent filings may provide details on issuances or redemptions under these instruments.

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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): October 29, 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.

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 principal amount of $75,000 (the “Note”). The Note matured on October 29, 2025 (the “Maturity Date”).

On October 29, 2025, the Company entered into an extension to the Note pursuant to which the Maturity Date for the Note was extended until April 29, 2026. In addition, all prior Events of Default (as defined in the Note) were waived by GHS.

Amended Securities Purchase Agreement

On March 21, 2025, the Company entered into a Securities Purchase Agreement with GHS in the amount of up to $210,000 (the “SPA”). On October 29, 2025, the Company and GHS entered into Amendment No. 1 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 225 shares and the fourth additional Closing was increased to up to 35 shares of Series D Preferred Stock for a Purchase Price of up to $35,000.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On October 30, 2025, the Company designated a new class of Series E Convertible Preferred Stock (the “Series E Preferred Stock”) consisting of 3,000 shares and having the rights and features described below.

The material features of the Series E Preferred Stock, as set forth in the COD, include the following:

· Subject to a leak out (as set forth in the COD), each share of Series E Preferred Stock is convertible into shares of Common Stock (subject to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value ($1,200) by the Conversion Price ($0.0005, subject to adjustments as set forth in the COD).

· Subject to the beneficial ownership limitation, the Series E Preferred Stock will vote with the Common Stock on an as converted basis.

· Each share of Series E Preferred Stock is entitled to receive cumulative dividends of 10% per annum, payable quarterly, beginning on the issue date while the Series E Preferred Stock is outstanding. Dividends may be paid in cash or in shares of Series E Preferred Stock, at the Company’s discretion.

The Company has the right to redeem all (but not less than all) shares of the Series E Preferred Stock issued and outstanding at any time upon three business days’ notice at a redemption price per Series E Preferred Stock equal to the product of (i) the 1.10 multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the holder.

The foregoing description of the COD is not complete and is qualified in its entirety by reference to the full text of that document. A copy of the COD 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
3.1		Certificate of Designation for Series D Convertible Preferred Stock
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: November 4, 2025	By:	/s/ Clifford L. Emmons
		Clifford L. Emmons, Chief Executive Officer

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FAQ

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

The $75,000 Convertible Promissory Note maturity moved to April 29, 2026, and GHS waived all prior events of default.

How was the GHS Securities Purchase Agreement amended for ITOX?

The amendment raised Series D preferred capacity to 225 shares and increased the fourth additional closing to up to 35 shares for up to $35,000.

What is the size of IIOT-OXYS’s new Series E Convertible Preferred?

The company designated 3,000 shares of Series E Convertible Preferred Stock.

What is the redemption feature of ITOX’s Series E preferred?

The company may redeem all Series E shares on three business days’ notice at 1.10 times stated value plus accrued dividends and other amounts due.

Who is IIOT-OXYS’s counterparty for the note and SPA?

Both the Convertible Promissory Note and the SPA are with GHS Investments LLC.

When were these changes made effective?

The note extension and SPA amendment were on October 29, 2025; the Series E designation followed on October 30, 2025.