IIOT-OXYS (ITOX) director tied to GHS Investments LLC convertible holdings
Filing Impact
Filing Sentiment
Form Type
3
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Hajee Sarfraz
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Convertible Note | -- | -- | -- |
| holding | Series A Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
| holding | Series D Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Convertible Note — 23,158,450 shares (Indirect, LLC);
Series A Preferred Stock — 10,000 shares (Indirect, LLC);
Series B Preferred Stock — 1,166,000,000 shares (Indirect, LLC);
Series D Preferred Stock — 525,000,000 shares (Indirect, LLC);
Common Stock — 1,250,000 shares (Indirect, LLC)
Footnotes (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. Subject to a 4.99% beneficial ownership limitation. Each share of Series A Preferred Stock is convertible into 100 shares of Common Stock. 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. 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. Securities are convertible until no longer outstanding.
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.
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.
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.