IIOT-OXYS (ITOX) notifies SEC of late 10-Q due to auditor review

Rhea-AI Filing Summary

IIOT-OXYS, Inc. submitted a Form 12b-25 notifying the SEC that its quarterly report on Form 10-Q for the period ended March 31, 2026 will be late. The company states the delay is because it has been unable to complete the review process with the auditor. The notice is signed by Clifford L. Emmons, Chief Executive Officer and dated May 15, 2026.

Insights

Accounting Compliance Analyst

Routine late‑filing notice due to auditor review delay; no financial revisions disclosed.

The filing is a procedural Rule 12b-25 notification that the Form 10-Q for the period ended March 31, 2026 will be filed late because the company has not completed its auditor review. It does not present interim results or quantify any change in operations.

Impact depends on the outcome of the auditor review and timing of the completed 10-Q; subsequent filings will show whether material adjustments or significant changes to results are required.

Corporate Governance Specialist

Disclosure identifies responsible signatory and confirms procedural compliance steps.

The notification is signed by the CEO, providing a clear corporate contact for the delay. It checks the procedural box under Rule 12b-25 and cites the auditor review as the reason, aligning with standard late-filing practice.

Expect updates in the company’s next filing that will state the timing and any material financial changes if they exist.

Key Figures

Commission File Number: 000-50773 Reporting period end: March 31, 2026 Notice signature date: May 15, 2026 +2 more

5 metrics

Commission File Number 000-50773 cover of Form 12b-25

Reporting period end March 31, 2026 Form 10-Q period referenced in the notice

Notice signature date May 15, 2026 date the Form 12b-25 was signed by the CEO

Registrant name (former name) Gotham Capital Holdings, Inc. former name listed for IIOT-OXYS, Inc.

Company phone (401) 307-3092 contact listed in Part IV of the notice

Key Terms

Rule 12b-25, Form 10-Q, auditor review

3 terms

Rule 12b-25 regulatory

"Form 12b-25 Notification of Late Filing"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q financial

"subject quarterly report referenced for period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

auditor review financial

"unable to complete the review process with the auditor"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 000-50773

(Check One):

☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K	☐ Transition Report on Form 10-Q
☐ Transition Report on Form 20-F	☐ Transition Report on Form N-SAR
☐ Transition Report on Form 11-K

For the Transition Period Ended: _______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant	IIOT-OXYS, Inc.
Former Name if Applicable	Gotham Capital Holdings, Inc.
Address of principal executive office	705 Cambridge Street
City, State and Zip Code	Cambridge, MA 02141

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) ☒

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject ☐ quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company has been unable to complete the review process with the auditor.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Clifford L. Emmons		(401)		307-3092
(Name)		(Area Code)		(Telephone No.)

(2)	Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes    ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes    ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

IIOT-OXYS, Inc.

(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 15, 2026	By /s/ Clifford L. Emmons
	Clifford L. Emmons, Chief Executive Officer

3

FAQ

Why did IIOT-OXYS (ITOX) file a Form 12b-25?

IIOT-OXYS filed a Form 12b-25 because it could not complete the auditor review for its Form 10-Q for the period ended March 31, 2026. The company states the delay is due to inability to finish the review process with the auditor.

Who signed IIOT-OXYS's 12b-25 notice and when was it signed?

The Form 12b-25 was signed by Clifford L. Emmons, Chief Executive Officer of IIOT-OXYS. The notice is dated May 15, 2026 and includes a company contact phone number listed with area code (401).

Which reporting period is affected by the late filing for IIOT-OXYS?

The late filing affects the quarterly report for the period ended March 31, 2026. The notification specifically references the Form 10-Q for that quarter and states the company has been unable to complete the auditor review.

Does the 12b-25 notice state whether IIOT-OXYS expects material changes to results?

The notice does not quantify or describe any anticipated changes to results. It states the delay is due to the auditor review but does not attach an explanation of expected operational or financial changes.