Former IIOT-OXYS (ITOX) CFO swaps $323K fees for Series E preferred, cancels Series A

Rhea-AI Filing Summary

IIOT-OXYS, Inc. former CFO Karen McNemar restructured her preferred stock and debt position through non-market transactions. She canceled 6,045 shares of Series A Super-Voting Preferred Stock and exchanged $323,269 of accrued and unpaid fees for 269 shares of Series E Convertible Preferred Stock.

Each Series A share is voluntarily convertible into common stock at a 1:100 ratio, while each Series E share is convertible at $0.0005 per common share and is subject to a 4.99% beneficial ownership limitation. After these changes, she directly and beneficially owns 8,804,500 common shares, excluding any common shares issuable from the preferred stock.

Insights

Equity structure analyst

McNemar exchanges fees for preferred stock and cancels other preferred shares in a restructuring.

Former CFO Karen McNemar converted $323,269 of accrued and unpaid fees into 269 shares of Series E Convertible Preferred Stock and agreed to cancel 6,045 shares of Series A Super-Voting Preferred Stock. These are classified as “other” restructuring transactions, not open-market trades.

The Series A carries a 1:100 conversion rate into common stock, while the Series E is convertible at $0.0005 per common share and is subject to a 4.99% beneficial ownership limitation. Following the restructuring on November 5, 2025, McNemar holds 8,804,500 common shares directly, separate from any common stock that may later be issued upon conversion of her preferred shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider McNemar Karen

Role Insider

Type	Security	Shares	Price	Value
Other	Series A Super-Voting Preferred Stock	6,045	$0.00	--
Other	Series E Convertible Preferred Stock	269	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Series A Super-Voting Preferred Stock — 8,804,500 shares (Direct); Series E Convertible Preferred Stock — 654,404,500 shares (Direct); Common Stock — 8,804,500 shares (Direct)

Footnotes (1)

1. Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares). On October 30, 2025, the Company entered into a Debt Exchange Agreement (the "McNemar DEA") with Karen McNemar, it's former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares (the "McNemar Shares") of Series E Preferred Stock. In addition to the issuance of the McNemar Shares, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025. Each share of Series A Supervoting Preferred Stock is exercisable until all shares have been exercised by the holder. Each share of Series E Convertible Preferred Stock is exercisable until all shares have been exercised by the holder. Subject to a 4.99% beneficial ownership limitation. Represents 8,804,500 shares of Common Stock directly and beneficially owned by the Reporting Person. These shares are separate from, and do not include, any shares of Common Stock issuable upon conversion or exercise of the derivative securities reported in Table II.

Key Figures

Debt exchanged: $323,269 Series A Preferred canceled: 6,045 shares Series E Preferred issued: 269 shares +5 more

8 metrics

Debt exchanged $323,269 Accrued and unpaid fees swapped for Series E Preferred under McNemar DEA

Series A Preferred canceled 6,045 shares Series A Super-Voting Preferred Stock canceled by McNemar

Series E Preferred issued 269 shares Issued to McNemar in debt exchange agreement

Series A conversion ratio 1:100 Each Series A share convertible into 100 common shares

Series E conversion price $0.0005 per share Conversion price into common stock for Series E Preferred

Underlying common from Series E 645,600,000 shares Common stock underlying 269 Series E Preferred shares

Common shares owned 8,804,500 shares Common Stock directly and beneficially owned by McNemar

Beneficial ownership cap 4.99% Beneficial ownership limitation applicable to Series E Preferred

Key Terms

Series A Super-Voting Preferred Stock, Series E Convertible Preferred Stock, Debt Exchange Agreement, beneficial ownership limitation, +1 more

5 terms

Series A Super-Voting Preferred Stock financial

"Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares"

Series E Convertible Preferred Stock financial

"Each share of Series E Convertible Preferred Stock is exercisable until all shares have been exercised"

Debt Exchange Agreement financial

"the Company entered into a Debt Exchange Agreement (the "McNemar DEA") with Karen McNemar"

beneficial ownership limitation financial

"Subject to a 4.99% beneficial ownership limitation."

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

derivative securities financial

"do not include, any shares of Common Stock issuable upon conversion or exercise of the derivative securities reported in Table II"

Financial contracts whose value is tied to the price or performance of another asset, such as a stock, bond, commodity, index, or currency; examples include options, futures and swaps. They matter to investors because they let you protect against price swings, bet on future moves or gain larger exposure with less upfront cash—like using a lever or insurance policy on an investment—so they can amplify gains and losses and help manage portfolio risk.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McNemar Karen

(Last) (First) (Middle)

65 MANSFIELD ROAD

(Street)

MILFORD CONNECTICUT 06461

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								8,804,500(6)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Super-Voting Preferred Stock	(1)	11/05/2025		J(2)			6,045	11/09/2020	(3)	Common Stock	604,500	(2)	8,804,500	D
Series E Convertible Preferred Stock	$0.0005	11/05/2025		J(2)		269		11/05/2025	(4)	Common Stock	645,600,000(5)	(2)	654,404,500	D

Explanation of Responses:

1. Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).

2. On October 30, 2025, the Company entered into a Debt Exchange Agreement (the "McNemar DEA") with Karen McNemar, it's former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares (the "McNemar Shares") of Series E Preferred Stock. In addition to the issuance of the McNemar Shares, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025.

3. Each share of Series A Supervoting Preferred Stock is exercisable until all shares have been exercised by the holder.

4. Each share of Series E Convertible Preferred Stock is exercisable until all shares have been exercised by the holder.

5. Subject to a 4.99% beneficial ownership limitation.

6. Represents 8,804,500 shares of Common Stock directly and beneficially owned by the Reporting Person. These shares are separate from, and do not include, any shares of Common Stock issuable upon conversion or exercise of the derivative securities reported in Table II.

	/s/ Karen McNemar	04/14/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Karen McNemar change in her IIOT-OXYS (ITOX) holdings?

Karen McNemar restructured her position by canceling 6,045 Series A Super-Voting Preferred shares and exchanging $323,269 of accrued fees for 269 Series E Convertible Preferred shares. She continues to directly own 8,804,500 common shares, excluding any shares issuable from preferred stock conversions.

How much debt did IIOT-OXYS (ITOX) exchange with Karen McNemar?

IIOT-OXYS exchanged $323,269 of accrued and unpaid fees owed to former CFO Karen McNemar for 269 shares of Series E Convertible Preferred Stock. This converted existing obligations into equity-linked securities without an open-market stock purchase or sale being reported in the filing.

What are the key terms of IIOT-OXYS (ITOX) Series A Super-Voting Preferred Stock?

Each share of Series A Super-Voting Preferred Stock may be voluntarily converted into common stock at a 1:100 ratio. The shares are exercisable until fully exercised by the holder, giving significant potential common share exposure before considering any separate ownership limitations or future actions.

What are the conversion terms of IIOT-OXYS (ITOX) Series E Convertible Preferred Stock?

Each Series E Convertible Preferred share is exercisable until fully exercised and converts into common stock at $0.0005 per share. The Series E is subject to a 4.99% beneficial ownership limitation, which caps how much common stock the holder can beneficially own after conversion.

How many IIOT-OXYS (ITOX) common shares does Karen McNemar own after this Form 4?

After the reported transactions, Karen McNemar directly and beneficially owns 8,804,500 common shares of IIOT-OXYS. This total does not include any additional common shares that could be issued upon conversion or exercise of the Series A or Series E preferred stock reported separately.

Were there open-market buys or sells by Karen McNemar in this IIOT-OXYS (ITOX) Form 4?

No open-market purchases or sales are reported. The Form 4 shows “other” code J restructuring transactions: cancellation of 6,045 Series A preferred shares and issuance of 269 Series E Convertible Preferred shares in exchange for $323,269 of accrued and unpaid fees.