IIOT-OXYS (ITOX) files NT 10-Q for quarter ended Sep 30, 2025

IIOT-OXYS, Inc. filed a Form 12b-25 (NT 10-Q) to notify a late filing for the quarter ended September 30, 2025.

Rhea-AI Filing Summary

IIOT-OXYS, Inc. filed a Form 12b-25 (NT 10-Q) to notify a late filing for the quarter ended September 30, 2025. The company states it was unable to complete the review process with its auditor in time.

The notice references Rule 12b-25, which permits a brief extension for quarterly reports when timely filing would require unreasonable effort or expense. The notification was signed by CEO Clifford L. Emmons.

FAQ

What did IIOT-OXYS (ITOX) file?

IIOT-OXYS filed a Form 12b-25 (NT 10-Q) to notify a late quarterly report.

Which period does the NT 10-Q cover for ITOX?

It covers the quarter ended September 30, 2025.

Why was IIOT-OXYS’s 10-Q delayed?

The company reports it was unable to complete the review process with its auditor.

What does Rule 12b-25 allow for a late 10-Q?

Rule 12b-25 permits a brief extension for quarterly reports when filing on time would require unreasonable effort or expense.

Who signed the NT 10-Q for ITOX and what is the contact number?

It was signed by CEO Clifford L. Emmons. Contact: (401) 307-3092.

What is IIOT-OXYS’s principal office address?

The address is 705 Cambridge Street, Cambridge, MA 02141.

What was IIOT-OXYS formerly called?

Former name: Gotham Capital Holdings, Inc.

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Accepted by SEC EDGAR 11/14/2025 - 10:59 AM Learn about SEC filing dates

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: September 30, 2025

☐ 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.

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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: November 14, 2025	By /s/ Clifford L. Emmons
	Clifford L. Emmons, Chief Executive Officer

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