IIOT-OXYS (ITOX) director tied to GHS Investments LLC convertible holdings

Rhea-AI Filing Summary

IIOT-OXYS, Inc. director Sarfraz Hajee filed an initial ownership report showing that GHS Investments LLC, an entity of which he is a member, holds various securities of the company. The filing reports indirect beneficial ownership through the LLC, with a disclaimer limiting his beneficial interest to his pecuniary stake.

The LLC holds 1,250,000 shares of Common Stock, a convertible note for 23,158,450 underlying common shares, and preferred stock series that are convertible into common stock, including Series A, B, and D Preferred Stock. These derivative holdings are subject to a 4.99% beneficial ownership limitation and remain convertible while outstanding.

The filing also notes that Hajee became a director effective November 5, 2025, and that the convertible note and preferred shares carry conversion mechanics tied to the company’s market trading prices over specified look-back periods.

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^*

Hajee Sarfraz

(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. Hajee was made a director of IIOT-OXYS effective November 5, 2025. Mr. Hajee 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/ Sarfraz Hajee	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 Sarfraz Hajee show?

The Form 3 shows that an LLC associated with director Sarfraz Hajee indirectly holds IIOT-OXYS securities, including common stock, a convertible note, and several series of preferred stock, all disclosed as initial beneficial ownership upon his becoming a director.

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

GHS Investments LLC is reported as indirectly holding 1,250,000 shares of IIOT-OXYS common stock. These shares are listed as non-derivative securities beneficially owned, with ownership characterized as indirect through the LLC structure rather than directly in Hajee’s name.

What derivative securities linked to IIOT-OXYS common stock does GHS Investments LLC hold?

GHS Investments LLC holds a convertible note for 23,158,450 underlying common shares and Series A, B, and D Preferred Stock, each convertible into IIOT-OXYS common stock under specified terms described in the filing’s derivative securities table and related footnotes.

What is the 4.99% beneficial ownership limitation mentioned in the IIOT-OXYS Form 3?

The filing states that certain securities are subject to a 4.99% beneficial ownership limitation. This means conversions are limited so that beneficial ownership does not exceed 4.99% of outstanding common stock, effectively capping how much can be converted at any one time.

How is IIOT-OXYS Series A Preferred Stock convertible according to the Form 3?

Each share of Series A Preferred Stock is convertible into 100 shares of common stock. This fixed conversion ratio is explicitly disclosed, indicating a straightforward equity conversion structure for Series A, distinct from the price-dependent formulas used for other preferred series.

How do the Series B and Series D Preferred Stock convert into IIOT-OXYS common shares?

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

When did Sarfraz Hajee become a director of IIOT-OXYS, Inc.?

The remarks explain that Sarfraz Hajee was made a director of IIOT-OXYS effective November 5, 2025. His Form 3 filing coincides with this appointment, providing a snapshot of indirect holdings through GHS Investments LLC as of that effective date.