New IIOT-OXYS (ITOX) director Mark Grober reports large indirect convertible and preferred stakes

Rhea-AI Filing Summary

IIOT-OXYS, Inc. director Mark Grober files an initial ownership report showing indirect holdings in the company through GHS Investments LLC. The filing lists 1,250,000 shares of common stock held indirectly, along with several convertible and preferred securities that can turn into additional common shares.

The indirect holdings include a convertible note tied to 23,158,450 shares of common stock, 10,000 shares of Series A Preferred Stock, 1,166,000,000 shares of Series B Preferred Stock, and 525,000,000 shares of Series D Preferred Stock. Many of these instruments are subject to a 4.99% beneficial ownership limitation and specified conversion formulas and pricing terms. The filing also notes that Grober became a director of IIOT-OXYS effective November 5, 2025, and that he disclaims beneficial ownership beyond his economic interest in GHS Investments LLC.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Grober Mark

(Last) (First) (Middle)

705 CAMBRIDGE STREET

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2025

3. Issuer Name and Ticker or Trading Symbol
IIOT-OXYS, Inc. [ ITOX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,250,000	I	LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	07/29/2020	(6)	Common Stock	23,158,450(2)	$0.0006	I	LLC(1)
Series A Preferred Stock	11/05/2025	(6)	Common Stock	10,000	(3)	I	LLC(1)
Series B Preferred Stock	10/04/2024	(6)	Common Stock	1,166,000,000(2)	(4)	I	LLC(1)
Series D Preferred Stock	12/02/2025	(6)	Common Stock	525,000,000(2)	(5)	I	LLC(1)

Explanation of Responses:

1. These securities are held by GHS Investments LLC. The reporting person is a member of GHS Investments LLC and may be deemed to share voting and dispositive power over the securities held by GHS Investments LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein.

2. Subject to a 4.99% beneficial ownership limitation.

3. Each share of Series A Preferred Stock is convertible into 100 shares of Common Stock.

4. Each share of Series B Preferred Stock is convertible into shares of Common Stock determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. The conversion price for the Preferred Stock is the lowest traded price for the Company's common stock for the 15 Trading Days immediately preceding the date of such conversion.

5. Each share of Series D Preferred Stock is convertible to shares of the Company's common stock at a price equal to a fixed price equal to 80% of the lowest traded price for the Company's common stock for the ten trading days immediately preceding the execution date of the Securities Purchase Agreement pursuant to which shares of Preferred Stock are issued.

6. Securities are convertible until no longer outstanding.

Remarks:

Mr. Grober was made a director of IIOT-OXYS effective November 5, 2025. Mr. Grober is an owner of GHS Investments, LLC which owns a convertible note (subject to a beneficial ownership blocker), shares of preferred stock (subject to a beneficial ownership blocker), and common stock.

	/s/ Mark Grober	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Mark Grober’s Form 3 filing show for IIOT-OXYS (ITOX)?

The Form 3 shows that Mark Grober, a new director of IIOT-OXYS, has indirect ownership through GHS Investments LLC. Holdings include common stock, a convertible note, and multiple preferred stock series that are convertible into common shares under specified terms and limitations.

How many IIOT-OXYS (ITOX) common shares are held indirectly through GHS Investments LLC?

The filing lists 1,250,000 shares of IIOT-OXYS common stock held indirectly through GHS Investments LLC. This is reported as indirect beneficial ownership, with Grober disclaiming beneficial ownership except to the extent of his pecuniary interest in the LLC’s holdings.

What derivative securities linked to IIOT-OXYS (ITOX) does GHS Investments LLC hold?

GHS Investments LLC holds a convertible note referencing 23,158,450 common shares, 10,000 Series A Preferred, 1,166,000,000 Series B Preferred, and 525,000,000 Series D Preferred. All are reported as indirectly owned and are convertible into common stock under stated conversion prices and terms.

What are the key conversion terms for IIOT-OXYS (ITOX) preferred stock in this filing?

Each Series A Preferred share converts into 100 common shares. Series B converts by dividing stated value by a conversion price based on the lowest traded price over 15 trading days. Series D converts at 80% of the lowest traded price over ten trading days before the purchase agreement date.

What is the 4.99% beneficial ownership limitation mentioned for IIOT-OXYS (ITOX)?

Certain securities in the filing are subject to a 4.99% beneficial ownership limitation. This means conversions are restricted so that the holder’s beneficial ownership does not exceed 4.99% of outstanding common stock, limiting how many shares can be converted at any one time.

When did Mark Grober become a director of IIOT-OXYS (ITOX)?

The remarks state that Mark Grober was made a director of IIOT-OXYS effective November 5, 2025. On that date, his indirect interests through GHS Investments LLC, including common stock, a convertible note, and preferred shares, were reported on this initial Form 3 ownership statement.