Indirect GHS stake in IIOT-OXYS, Inc. (ITOX) via note and preferred

Rhea-AI Filing Summary

IIOT-OXYS, Inc. director Matthew Schissler filed an initial Form 3 showing indirect holdings in the company through GHS Investments LLC, of which he is a member. The filing lists 1,250,000 shares of common stock held indirectly by the LLC.

GHS Investments LLC also holds a convertible note that is convertible into 23,158,450 shares of common stock, Series A preferred stock convertible into 10,000 shares of common stock, Series B preferred stock convertible into 1,166,000,000 shares of common stock, and Series D preferred stock convertible into 525,000,000 shares of common stock. These securities are subject to a 4.99% beneficial ownership limitation, and the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.

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

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1. Name and Address of Reporting Person^*

Schissler Matthew Lawrence

(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. Schissler was made a director of IIOT-OXYS effective November 5, 2025. Mr. Schissler 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/ Matthew Schissler	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).
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FAQ

What does the IIOT-OXYS (ITOX) Form 3 filing by Matthew Schissler report?

The Form 3 reports that director Matthew Schissler has indirect interests in IIOT-OXYS securities through GHS Investments LLC. The LLC holds common stock, a convertible note, and several series of preferred stock that are convertible into common shares, subject to a beneficial ownership cap.

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

The filing shows 1,250,000 shares of common stock indirectly held through GHS Investments LLC. These shares are attributed to the LLC, with Schissler potentially sharing voting and dispositive power and disclaiming beneficial ownership beyond his pecuniary interest in the entity.

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

GHS Investments LLC holds a convertible note into 23,158,450 common shares, Series A preferred convertible into 10,000 common shares, Series B preferred convertible into 1,166,000,000 common shares, and Series D preferred convertible into 525,000,000 common shares, all reported as indirect holdings.

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

The filing states the convertible note and certain preferred shares are subject to a 4.99% beneficial ownership limitation. This means conversions are restricted so that beneficial ownership does not exceed 4.99% of the company’s outstanding common stock at any time.

How is Matthew Schissler related to GHS Investments LLC in the IIOT-OXYS (ITOX) Form 3?

The Form 3 notes that the reported securities are held by GHS Investments LLC and that Schissler is a member of the LLC. He may be deemed to share voting and dispositive power but disclaims beneficial ownership except for his pecuniary interest.

When did Matthew Schissler become a director of IIOT-OXYS (ITOX)?

The remarks state that Mr. Schissler was made a director of IIOT-OXYS effective November 5, 2025. The same date is used as the event requiring the Form 3 statement of his indirect holdings through GHS Investments LLC.