Debt-for-equity deal at IIOT-OXYS (ITOX) adds new convertible preferred

Rhea-AI Filing Summary

IIOT-OXYS, Inc. reported a restructuring transaction involving its former director, Vidhyadhar Mitta. Under a Debt Exchange Agreement, Mr. Mitta exchanged $216,156 of principal and accrued interest from a 12% secured convertible note for 180 shares of Series E Convertible Preferred Stock, and agreed to cancel 12,000 shares of Series A Super-Voting Preferred Stock.

Each Series A share may be converted into common stock at a 1:100 rate, and each Series E share is convertible into common stock at $0.0005 per share. The filing shows 1,200,000 common shares underlying the cancelled Series A and 432,000,000 common shares underlying the newly issued Series E. Separately, Mr. Mitta directly and beneficially owns 1,736,843 shares of common stock, which are not part of these derivative conversions.

Insights

Equity capital structure analyst

Debt-for-equity swap cancels super-voting shares and adds new convertible preferred.

The transaction exchanges $216,156 of debt owed to former director Vidhyadhar Mitta for 180 shares of Series E Convertible Preferred Stock and cancels 12,000 Series A Super-Voting Preferred shares. This is classified as an "other" restructuring event, not an open-market trade.

The cancelled Series A carried 1,200,000 underlying common shares at a 1:100 rate, while the new Series E represents 432,000,000 underlying common shares at a conversion price of $0.0005. Actual conversion into common stock is optional and subject to a 4.99% beneficial ownership limitation, so future impact depends on how and when conversions occur.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Mitta Vidhyadhar

Role Insider

Type	Security	Shares	Price	Value
Other	Series A Super-Voting Preferred Stock	12,000	$0.00	--
Other	Series E Convertible Preferred Stock	180	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Series A Super-Voting Preferred Stock — 1,736,843 shares (Direct); Series E Convertible Preferred Stock — 433,736,843 shares (Direct); Common Stock — 1,736,843 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 "Mitta DEA") with Vidhyadhar Mitta, it's former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 (the "Mitta Note") for 180 shares (the "Mitta Shares") of Series E Preferred Stock. In addition to the issuance of the Mitta Shares, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta 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 1,736,843 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: $216,156 Series E Preferred issued: 180 shares Series A Preferred cancelled: 12,000 shares +5 more

8 metrics

Debt exchanged $216,156 Principal and accrued interest under 12% secured convertible note

Series E Preferred issued 180 shares Issued to former director under Debt Exchange Agreement

Series A Preferred cancelled 12,000 shares Series A Super-Voting Preferred Stock cancelled by holder

Underlying common from cancelled Series A 1,200,000 shares 12,000 Series A at 1:100 common conversion rate

Underlying common from Series E 432,000,000 shares Common stock underlying 180 Series E Convertible Preferred shares

Series E conversion price $0.0005 per common share Conversion price for Series E Convertible Preferred Stock

Common stock owned 1,736,843 shares Direct and beneficial ownership by reporting person

Beneficial ownership cap 4.99% Beneficial ownership limitation on conversions

Key Terms

Debt Exchange Agreement, Series A Supervoting Preferred Stock, Series E Convertible Preferred Stock, 12% Secured Convertible Promissory Note, +1 more

5 terms

Debt Exchange Agreement financial

"On October 30, 2025, the Company entered into a Debt Exchange Agreement (the "Mitta DEA") with Vidhyadhar Mitta"

Series A Supervoting 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"

12% Secured Convertible Promissory Note financial

"accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note"

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.

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^*

Mitta Vidhyadhar

(Last) (First) (Middle)

6 COURTHOUSE LN #16

(Street)

CHELMSFORD MASSACHUSETTS 01824

(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 Director

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								1,736,843(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)			12,000	11/09/2020	(3)	Common Stock	1,200,000	(2)	1,736,843	D
Series E Convertible Preferred Stock	$0.0005	11/05/2025		J(2)		180		11/05/2025	(4)	Common Stock	432,000,000(5)	(2)	433,736,843	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 "Mitta DEA") with Vidhyadhar Mitta, it's former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 (the "Mitta Note") for 180 shares (the "Mitta Shares") of Series E Preferred Stock. In addition to the issuance of the Mitta Shares, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta 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 1,736,843 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/ Vidhyadhar Mitta	04/15/2026
	** 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 the IIOT-OXYS (ITOX) Form 4 report for Vidhyadhar Mitta?

The Form 4 reports a restructuring where former director Vidhyadhar Mitta exchanged debt for preferred stock and cancelled super-voting shares. It is classified as an “other” transaction rather than a market buy or sell, and changes his mix of derivative and common-stock exposure.

How much debt did IIOT-OXYS (ITOX) exchange for preferred stock?

IIOT-OXYS exchanged $216,156 of principal plus accrued and unpaid interest from a 12% secured convertible promissory note owed to Vidhyadhar Mitta. In return, the company issued 180 shares of Series E Convertible Preferred Stock to him under a Debt Exchange Agreement that closed on November 5, 2025.

What preferred stock did Vidhyadhar Mitta receive and cancel in this IIOT-OXYS filing?

Mitta received 180 shares of Series E Convertible Preferred Stock and agreed to cancel 12,000 shares of Series A Super-Voting Preferred Stock. Each Series A share converts into common stock at a 1:100 rate, while each Series E share is convertible into common stock at a defined price per share.

How many common shares underlie the preferred stock in the IIOT-OXYS Form 4?

The cancelled 12,000 Series A Super-Voting Preferred shares represented 1,200,000 underlying common shares at a 1:100 conversion rate. The 180 Series E Convertible Preferred shares issued represent 432,000,000 underlying common shares, based on the stated conversion terms and share amounts in the filing.

What is the conversion price and limitation on IIOT-OXYS Series E Convertible Preferred Stock?

Each Series E Convertible Preferred share is convertible into common stock at a price of $0.0005 per common share. Conversions are subject to a 4.99% beneficial ownership limitation, which restricts conversions that would push the holder’s ownership above that level at any given time.

How many IIOT-OXYS common shares does Vidhyadhar Mitta hold after this transaction?

The filing states that Vidhyadhar Mitta directly and beneficially owns 1,736,843 shares of common stock. These common shares are separate from, and do not include, any common stock that could be issued upon conversion or exercise of the derivative securities reported in the same Form 4.